RESPONSE SIGNATURE PAGE - Arkansas

RESPONSE SIGNATURE PAGE

Tvne or Print the fol/owma m orrnatton. . f;

Company:

Address:

City:

- -

PROSPECTIVE CONTRACTOR'S INFORMATION Kessler Topaz Meltzer & Check, LLP

280 King of Prussia Road

Radnor I State: I PA I Zip Code: J 19087

Business 0 Individual □ Sole Proprietorship D Public Service Corp lief' Partnership Designation: D Corporation D Nonprofit

Minority and lief' Not Applicable Women-

D American Indian D Asian American D Service-Disabled Veteran

Owned D African American D Hispanic American □ Pacific Islander American □ Women-Owned

Designation*: AR Certification #: * See Minority and Women-Owned Business Policy

-

PROSPECTIVE CONTRACTOR CONT ACT INFORMA 'flON Provide contact information to be used for bid solicitation related matters.

Contact Person: Darren J. Check Title: Partner

Phone: 610-822-2235 Alternate Phone: 215-779-1143

Email: [email protected]

- ---- --

0' NO, a redacted copy of submission documents is not enclosed. I understand a full copy of non-redacted submission documents will be release if requested.

□ YES, a redacted copy of submission documents is enclosed.

Note: If a redacted copy of the submission documents is not provided with Prospective Contractor's response packet, and neither box is checked, a copy of the non-redacted documents, with the exception of financial data ( other than pricing), will be released in response to any request made under the Arkansas Freedom of Information Act (FOfA). See Bid Solicitation for additional information.

ILLEGAL IMMIGRANT CONFIRMATION

By signing and submitting a response to this Bid Solicitation, a Prospective Contractor agrees and certifies that they do not employ or contract with illegal immigrants. If selected, the Prospective Contractor certifies that they will not employ or contract with illegal immigrants during the aggregate term of a contract.

ISRAEL BOYCOTT RESTRICTION CONFIRMATION

By checking the box below, a Prospective Contractor agrees and certifies that they do not boycott Israel, and if selected, will not boycott Israel during the aggregate term of the contract.

[i(Prospective Contractor does not and will not boycott Israel.

An official authorized to bind the Prospective Contractor to a resultant contract shall sign below.

exception that conflicts with a Requirement of this Bid Solicitation will o be rejected.

The signature below signifies agreement that an cause the Prospective Cont

?on

Authorized Signature:---�---=----------------Partner Title: _____________ _

Printed/Typed Name: Darren J. Check

SP-20-0012

Date: __ 91_4_12_0_1_9 ______ _

Page 2 of9

CONFIRMATION OF REDACTED COPY

9/13/2019

Darren J. Check, Partner Kessler Topaz Meltzer & Check, LLP

TO: FROM: DATE: SUBJECT:

Vendors Addressed Brandi Schroeder, Buyer September 9, 2019 SP-20-0012 Legal Services

ST ATE OF ARKANSAS OFFICE OF STATE PROCUREMENT

1509 West 7th Street, Room 300 Little Rock, Arkansas 72201-4222

ADDENDUM 1

The following change(s) to the above-referenced IFB have been made as designated below:

Additional specification(s) ---X --- Change of specification(s)

CHANGE OF SPECIFICATIONS

• Delete 2.4.G. and 2.4.G.1-2. and replace with the following:

Page 1 of 1

G. Prospective Contractors shall have served as lead counsel representing a public pension plan in at least one (1) securities litigation class action case that culminated in a bench trial or jury trial that resulted in a settlement or award of at least $100,000,000.

The specifications by virtue of this addendum become a permanent addition to the above referenced RFQ. Failure to return this signed addendum may result in rejection of your proposal.

If you have any questions, please contact Brandi Schroeder at [email protected] or (501) 682-4169. v~ Signature Date

Printed Name Prospective Contractor's Name

CONTRACT AND GRANT DISCLOSURE AND CERTIFICATION FORM

Failure to complete all of the following information may result in a delay in obtaining a contract, lease, purchase agreement, or grant award with any Arkansas State Agency.

SOCIAL SECURITY NUMBER FEDERAL ID NUMBER SUBCO~CTOR: s)E:~~~ TAXPAYER ID#: 23-2977JS2 OR □Yes ~No

TAXPAYER ID NAME: Same

YouR LAST NAME: Check

IS THIS FOR:

□ Goods?

FIRsT NAME: Darren M.I.: J.

ADDRESS: 280 King of Prussia Road

CITY: Radnor STATE: PA ZIP CODE: 1908-'Z COUNTRY:

~ Services? D Both?

U.S.

F-1

AS A CONDITION OF OBTAINING, EXTENDING, AMENDING, OR RENEWING A CONTRACT, LEASE, PURCHASE AGREEMENT, OR GRANT AWARD WITH ANY ARKANSAS STATE AGENCY. THE FOLLOWING INFORMATION MUST BE DISCLOSED:

FOR INDIVIDUALS*

Indicate below if: you, your spouse or the brother, sister, parent, or child of you or your spouse is a current or former: member of the General Assembly, Constitutional Officer, State Board or Commission Member, or State Emplovee:

Mark(✓) Name of Position of Job Held For How Long? What is the person(s) name and how are they related to you? (i.e., Jane Q. Public, spouse, John Q . Public, Jr., child, etc.] Position Held [senator, representative, name of

Current Former board/ commission, data entry, etc.] From To Person's Name(s) Relation MM/YY MM/YY

General Assembly

Constitutional Officer

State Board or Commission Member

State Employee

l!1 None of the above a p plies

FOR AN ENTITY (BUSINESS)*

Indicate below if any of the following persons, current or former, hold any position of control or hold any ownership interest of 10% or greater in the entity: member of the General Assembly, Constitutional Officer, State Board or Commission Member, State Employee, or the spouse, brother, sister, parent, or child of a member of the General Assembly, Constitutional Officer, State Board or Commission Member or State Emolovee. Position of control means the cower to direct the ourchasina oollcies or influence the manaaement of the entitv.

Mark(✓) Name of Position of Job Held For How Long? What is the person(s) name and what is his/her % of ownership interest and/or

what is his/her oosition of control? Position Held [senator, representative, name of From To Ownership Position of Current Former board/commission, data entry, etc.)

MM/YY MMIYY Person's Name(s) Interest{%) Control

General Assembly

Constitutional Officer

State Board or Commission Member

State Employee

ljf None of the above applies

*NOTE: PLEASE LIST ADDITIONAL DISCLOSURES ON SEP ARA TE SHEET OF PAPER IF MORE SPACE IS NEEDED PAGE 10F 2 7/1/98 Rev. 0

9/13/2019

F-2 CONTRACT AND GRANT DISCLOSURE AND CERTIFICATION FORM

Failure to make any disclosure required by Governor's Executive Order 98-04, or any violation of any rule, regulation. or policy adopted pursuant to that Order, shall be a material breach of the terms of this contract. Any contractor, whether an individual or entity, who fails to make the required disclosure or who violates any rule. regulation. or policy shall be subject to all legal remedies available to the agency.

As an additional condition of obtaining, extending, amending, or renewing a contract with a state agency I agree as follows:

1. Prior to entering into any agreement with any subcontractor, prior or subsequent to the contract date, I will require the subcontractor to complete a CONTRACT AND GRANT DISCLOSURE AND CERTIFICATION FORM. Subcontractor shall mean any person or entity with whom I enter an agreement whereby I assign or otherwise delegate to the person or entity, for consideration, all, or any part, of the performance required of me under the terms of my contract with the state agency.

2. I will include the following language as a part of any agreement with a subcontractor:

Failure to make any disclosure required by Governor's Executive Order 98-04, or any violation of any rule, regulation, or policy adopted pursuant to that Order, shall be a material breach of the terms of this subcontract. The party who fails to make the required disclosure or who violates any rule, regulation, or policy shall be subject to all legal remedies available to the contractor.

3. No later than ten (10) days after entering into any agreement with a subcontractor, whether prior or subsequent to the contract date, I will mail a copy of the CONTRACT AND GRANT DISCLOSURE AND CERTIFICATION FORM completed by the subcontractor and a statement containing the dollar amount of the subcontract to the state agency.

I certify under penalty of periury, to the best of my knowledge and belief. all of the above information is true and correct and that I a ree t h subcontractor disclosure conditions stated herein.

Title Partner Date ________ _

Title Partner Phone No. 610-822-2235 Entity Contact Person __ D_a_r_re_n_J_._C_h_e_c_k __ _ --------------

AGENCY USE ONLY

Agency Agency Agency Contact Contact Contract or Number __ _ Name_________ Person _________ _ Phone No~. _ _ __ _ Grant No. ____ _

FORMS AVAILABLE FROM OFFICE OF DISCLOSURE AND REVIEW (501) 682-5407

*NOTE: PLEASE LIST ADDITIONAL DISCLOSURES ON SEPARA TE SHEET OF PAPER IF MORE SPACE IS NEEDED PAGE 20F 2 711/98 Rev. 0

Kessler T

opaz M

eltzer & C

heck

Non

Discrim

ination

, An

ti- H

arassmen

t & E

qu

al Em

ploym

ent O

pp

ortun

ity Policy

Kessler T

opaz, in accordance with good practice and federal, state and local law

, maintains that

no Firm

employee or applicant for em

ployment w

ill be discriminated against or harassed because

of age, marital status, color, race, creed, sex, religion, national origin, sexual orientation,

ancestry, citizenship, disability, military/veterans status or any other characteristic protected by

applicable law.

A

ll applications for employm

ent will be considered w

ithout regard for any of the factorsidentified above.

E

mployee benefits, privileges, prom

otions and corrective action measures and all other

terms and conditions of em

ployment shall be determ

ined without regard for the factors

identified above.

All assignm

ents shall be made w

ithout regard to the factors identified above as they relateto either the client or F

irm’s personnel.

The F

irm w

ill not tolerate, condone or allow harassm

ent or discrimination by any F

irm

permanent or tem

porary employee, m

anager, supervisor, co-worker, client, custom

er, independent contractor, opposing counsel, court personnel or other non-em

ployee who conducts

business with the F

irm. V

iolations of this policy may result in disciplinary action, up to and

including imm

ediate discharge. In this regard, please note that the Firm

retains the right to punish conduct that, in its sole discretion, it deem

s to be inappropriate, discriminating and/or

harassing, regardless of whether such conduct is illegal. C

onduct prohibited in this policy is unacceptable in the w

orkplace and in any work-related setting outside the w

orkplace, such as during business trips, business m

eetings and business-related social events.

SE

XU

AL

HA

RA

SS

ME

NT

: For purposes of this policy, sexual harassm

ent is defined, as in the U

.S. E

qual Em

ployment O

pportunity Com

mission G

uidelines, as unwelcom

e sexual advances, requests for sexual favors and other verbal or physical conduct of a sexual nature w

hen, for exam

ple (i) submission to such conduct is m

ade either explicitly or implicitly a term

or condition of an individual’s em

ployment; (ii) subm

ission to or rejection of such conduct by an individual is used as the basis for em

ployment decisions affecting such individual; or (iii) such conduct has

the purpose or effect of unreasonably interfering with an individual’s w

ork performance or

creating an intimidating, hostile or offensive w

orking environment.

Sexual harassm

ent may include a range of subtle and not so subtle behaviors and m

ay involve individuals of the sam

e or different gender. Depending on the circum

stances, these behaviors m

ay include, but are not limited to: epithets, slurs or negative stereotyping; threatening,

intimidating or hostile acts; denigrating jokes and display or circulation in the w

orkplace of

e

written or graphic m

aterial that denigrates or shows hostility or aversion tow

ard an individual or group (including through e-m

ail).

SA

ME

SE

X H

AR

AS

SM

EN

T: S

exual harassment can involve m

ales or females being harassed

by employees of either sex.

Although sexual harassm

ent typically involves a person in a greater position of authority as the harasser, individua ls in positions of lesser or equal authority also can be found responsible for engaging in prohibited harassm

ent.

SE

X B

AS

ED

HA

RA

SS

ME

NT

: That is, harassm

ent not involving sexual activity or language (e.g., m

ale supervisor yells only at female em

ployees and not males), m

ay also constitute discrim

ination if it is severe or pervasive and directed at employees because of their sex.

OT

HE

R H

AR

AS

SM

EN

T: T

his policy also strictly prohibits harassment on the basis of any

other protected characteristic. Under this policy, harassm

ent is verbal or physical conduct that denigrates or show

s hostility or aversion toward an individual because of a person’s race, color,

creed, religion, national origin, age, marital status, sexual orientation, ancestry, citizenship,

disability, military/veterans status, or any other characteristics protected by law

or that of his/her relatives, friends or associates, and that: (i) has the purpose or effect of creating an intim

idating, hostile or offensive w

ork environment; (ii) has the purpose or effect of unreasonably interfering

with an individual’s w

ork performance; or (iii) otherw

ise adversely affects an individual’s em

ployment opportunities.

Harassing conduct includes, but is not lim

ited to: epithets, slurs or negative stereotyping; threatening, intim

idating or hostile acts; denigrating jokes and display or circulation in the w

orkplace of written or graphic m

aterial that denigrates or shows hostility or aversion tow

ard an individual or group (including through e-m

ail).

CO

MP

LA

INT

PR

OC

ED

UR

E: T

he Firm

strongly encourages applicants for employm

ent and em

ployees to report all perceived instances of discrimination or harassm

ent – regardless of the offender’s identity or position. Individuals w

ho believe they have experienced conduct that they believe is contrary to the F

irm’s policy or w

ho have concerns about such matters should file their

complaints w

ith the department head, a S

enior Partner or Hum

an Resources B

EF

OR

E the

conduct becomes severe or pervasive. E

mployees should not feel obligated to file their

complaints w

ith the department head or a S

enior Partner first before bringing the m

atter to the attention of H

uman R

esources.

Em

ployees who have experienced conduct they believe is contrary to this policy have an

obligation to take advantage of this complaint procedure. A

n em

ployee’s failu

re to fulfill this

obligation

could

affect his or her righ

ts in p

ursu

ing legal action

. The availability of this

complaint procedure, how

ever, does not preclude individuals who believe they are being

e

subjected to harassing conduct from prom

ptly advising the offender that his or her behavior is unw

elcome and requesting that it be discontinued.

Retaliating against an individual for reporting a violation of this policy or for participating in the

investigation of a claim of discrim

ination or harassment is a serious violation of this policy and

will be subject to disciplinary action up to and including im

mediate term

ination of employm

ent. A

cts of retaliation should be reported imm

ediately to Hum

an Resources.

It is the policy of the Firm

to investigate complaints of discrim

ination or harassment and to take

responsive action. All inquiries, com

plaints and investigations are treated confidentially to the extent consistent w

ith a complete and thorough investigation. M

isconduct constituting harassm

ent, discrimination or retaliation w

ill be dealt with appropriately. R

esponsive action may

include, for example, training, a referral to counseling and/or disciplinary action such as a

warning, reprim

and, withholding of a prom

otion or pay increase, reassignment, tem

porary suspension w

ithout pay, termination of em

ployment or any other action the F

irm believes is

appropriate given the circumstances.

False and m

alicious complaints of harassm

ent, discrimination or retaliation – as opposed to

complaints w

hich, even if erroneous, are made in good faith – m

ay be cause for appropriate disciplinary action, up to and including term

ination of employm

ent.

Finally, this policy should not, and m

ay not, be used as a basis for excluding or separating individuals of a particular gender, or any other protected characteristic, from

participating in business or w

ork-related social activities or discussions in order to avoid allegations of harassm

ent. The law

and the policies of the Firm

prohibit disparate treatment on the basis of sex

or any other protected characteristic, with regard to term

s, conditions, privileges and prerequisites of em

ployment. T

he prohibitions against harassment, discrim

ination and retaliation are intended to com

plement and further these policies, not to form

the basis of an exception to them

.

An em

ployee who has any questions or concerns about the E

qual Em

ployment O

pportunity program

or this policy should contact Hum

an Resources.

e

Response to the Arkansas Teacher Retirement System ("ATRS") Request for Qualifications for Legal Services ("RFQ No. SP-20-0012")

Due: September 19, 2019

State of Arkansas Office of State Procurement

1509 West 7th Street, Room 300Little Rock, Arkansas 72201-4222

KESSLERTOPAZ MELTZERCHECK LLP

' Al{)'Il~ ........... Arkansas Teacher Retirement System

VIA FED EX State of Arkansas Office of State Procurement Attn: Brandi Schroeder, OSP Buyer 1509 West Seventh Street, Room 300 Little Rock, AR 72201-4222 T: 501-682-4169

September 12, 2019

KESSLERTOPAZMELTZERCHECK LLP

ATTORNEYS AT LAW

Writer' s Direct Dial: (610) 822-2235 E-Mail: [email protected]

Re: Response to the Arkansas Teacher Retirement System ("ATRS") Request for Qualifications for Legal Services ("RFQ No. SP-20-0012")

Dear Ms. Schroeder:

Thank you for the opportunity to provide you, the Office of State Procurement, and the A TRS with a response to the above referenced RFQ. Enclosed please find the response of Kessler Topaz Meltzer & Check, LLP ("Kessler Topaz" or the "Firm") (one (1) original, three (3) complete copies and four (4) electronic versions included).

Please allow this executed letter to serve as evidence of my authority to bind Kessler Topaz to a resultant contract. We are confident that we can provide A TRS with the highest quality service in this important area and look forward to the opportunity to continue working together. Please do not hesitate to contact me if you have any questions or require any additional information.

DJC/nbl Enclosure

Very truly yours,

KESSLER TOPAZ MELTZER & CHECK, LLP

Darren J. Check, Esquire Partner

280 King of Prussia Road, Radnor, Pennsylvania 19087 T. 610-667-7706 F. 610-667-7056 [email protected]

One Sansome Street, Suite 1850, San Francisco, California 94104 T. 415-400-3000 F. 415-400-3001 [email protected]

WWW.KTMC.COM

SP-20-0012

DISCLOSURE INFORMATION

• These items will not be scored as part of the response evaluation; however, failure to provide the required items

will result in rejection of a Prospective Contractor’s response.

• Prospective Contractor may expand the space under each item/question to provide a complete response.

Describe all actual, potential, or appearances of conflicts of interest involving principal or lead attorneys in your law firm that may affect your law firm’s representation of ATRS. Provide an explanation.

Identify any known relationships, either business or personal, which your law firm or a member of your law firm has with any ATRS Board of Trustee member, investment consultant, investment manager, or key employee of ATRS. If aware of none, state "None." (A list of ATRS Board members, investment consultants, investment managers, and key employees can be provided upon request. A formal conflicts check will be required prior to contracting.)

Identify any relationships, either business or personal, which your law firm or a member of your law firm has with a person known to you to have substantial business dealings with ATRS or its affiliates. If aware of none, state "None."

Identify any other known conflicts of interest your law firm or a member of your law firm has with any ATRS Board of Trustee member, investment consultant, investment manager, or key employee of ATRS. If aware of none, state "None."

None.

None.

None.

None.

KESSLERTOPAZf) MELTZERCHECK u,

FIRM’S SALARY STRUCTURE • This information will not be scored as part of the response evaluation; however, failure to provide the required

items will result in rejection of a Prospective Contractor’s response.

• Prospective Contractor may expand the space under each item/question to provide a complete response.

Position Rate of Pay Frequency of Pay (i.e. hourly, annually)

Receptionist $22.21 to $23.12 Hourly Averages

Legal Secretaries $19.23 to $39.89 Hourly Averages

Legal Assistants $85,000 to $102,500 Salary Averages

Paralegals $30.00 to $49.28 Hourly Averages

Contract Lawyers *

Staff Attorneys $72,500 to $86,500 Salary Averages

Associates **

Partners **

*Kessler Topaz does not hire contract lawyers directly. The Firm works with multiple agencies to obtain temporarycontract workers. The Firm pays the agencies an hourly fee; contract lawyers are employees of their respectiveagencies and are not paid by Kessler Topaz.

**Partners and Associates are compensated by a combination of base salaries and bonuses. Depending on employment tier, bonuses are tied to some combination of individual performance, department performance, and/or firm performance.

SP-20-0012

KESSLERTOPAZf) MELTZERCHECK u.,

SP-20-0012 Page 1 of 46

INFORMATION FOR EVALUATION • Provide a response to each item/question in this section. Prospective Contractor may expand the space under each

item/question to provide a complete response.

• Do not include additional information if not pertinent to the itemized request.

Maximum RAW Score

Available

E.1 QUALIFICATIONS AND EXPERIENCE

A. Describe your firm’s law firm and law practice, including historical background, number andlocation of firm offices, number of attorneys, major areas of practice, and national andinternational jurisdictional experience.

Since 1987, Kessler Topaz Meltzer & Check, LLP (“Kessler Topaz” or the “Firm”) has specialized in the prosecution of securities class actions and has grown into one of the largest and most successful shareholder litigation firms in the field. With offices in Radnor, Pennsylvania (headquarters) and San Francisco, California, the Firm is comprised of 179 employees, including 94 attorneys as well as an experienced support staff consisting of 85 paralegals, in-house investigators, legal clerks and other personnel. With a large and sophisticated client base comprised of many of the most prominent institutional investors in the world, Kessler Topaz has developed an international reputation for excellence and has extensive experience prosecuting securities fraud actions in state and federal courts on a class and individual basis. For the past several years, the National Law Journal has recognized Kessler Topaz as one of the top securities class action law firms in the country. In addition, the Legal Intelligencer regularly awards Kessler Topaz with its Class Action Litigation Firm of The Year award. Lastly, Kessler Topaz and several of its attorneys are regularly recognized by Legal 500 and Benchmark: Plaintiffs as leaders in our field.

Over the last two decades the Firm has seen steady growth in both our client base and roster of significant shareholder litigation cases we are prosecuting. Kessler Topaz currently represents, advises, and works with many of the largest public pension funds and other institutional investors in the United States and from around the world. Some examples of our clients include the Arkansas Teacher Retirement System, Arkansas Public Employees Retirement System, the Arkansas State Highway Employees’ Retirement System, the California State Teachers’ Retirement System, the New York State Common Retirement Fund, the Ohio State Retirement Systems, the State of New Jersey – Division of Investment, the Pennsylvania Public School Employees Retirement System, the North Carolina Retirement System, the State of Michigan Retirement System, the Maryland State Retirement & Pension System, the Virginia Retirement System, the Iowa Public Employees’ Retirement System, the South Carolina Retirement System, the Employee Retirement System of Rhode Island, PGGM - Dutch National Pension Fund, Forsta AP-Fonden – First Swedish National Pension Fund, Fjarde AP-Fonden – Fourth Swedish National Pension Fund, Sjunde AP-Fonden – Seventh Swedish National Pension Fund, Danske Invest Management A/S, Nordea Invest Fund Management A/S, and Danica Pension Fund. Most recently Kessler Topaz was retained by the Alaska Permanent Fund Corporation, the State of Alaska Department of Revenue (Treasury Division), Dimensional Fund Advisors LP, Aberdeen Asset Management, Delaware Investments, the Russell Investment Company Funds, and Manning & Napier, to litigate claims related to the massive fraud at Petróleo Brasileiro S.A. (Petrobras).

For the past several years, Kessler Topaz has been responsible for some of the most significant securities class action recoveries on behalf of institutional investors. Since 2007 alone, the Firm has recovered over $11 billion on behalf of shareholders, which included settlements in cases against Tyco International ($3.2 billion), Bank of America ($2.425 billion), Southern Peru Copper Corporation ($2 billion), Wachovia ($627 million), Lehman Brothers ($616 million), Countrywide Financial Corp. MBS Litigation ($500 million), Bank of New York Mellon ($504 million), Allergan ($250 million), JPMorgan ($150 million) and Hewlett-Packard ($100 million).

Currently, Kessler Topaz is serving as lead or co-lead counsel in many of the largest and most significant securities actions currently pending in the United States, including actions against: General Electric, Qualcomm, Xerox, Celgene and SeaWorld Entertainment, Inc., among others. As demonstrated by the magnitude of these high-profile cases, we take seriously our role in advising clients to seek lead plaintiff

5 points

KESSLERTOPAZf) MELTZERCHECK UP

SP-20-0012 Page 2 of 46

appointment in cases, paying special attention to the factual elements of the fraud, the size of losses and damages, and whether there are viable sources of recovery.

Additionally, the Firm has a robust shareholder Derivative and Mergers & Acquisition Litigation Department which has been a leader in prosecuting shareholder actions in state and federal courts across the country. This Department has been at the forefront of representing institutional investors in all types of shareholder derivative and class actions, including cases involving or on behalf of companies such as Facebook, Inc., News Corporation, Monster Worldwide, Southwest Airlines, Comverse Technology, Encore Capital Group, Alcoa, Abaxis, and Brookfield Homes Corporation. These actions have focused on corporate governance abuses, such as the recent options backdating scandal, excessive executive compensation, insider trading, violations of stockholder voting rights and stockholder-approved equity plans, board entrenchment, violations of corporate bylaws and certificates of incorporation, and conflicted transactions with controlling shareholders. This Department also specializes in takeover litigation, and actively representing institutional investors in actions where shareholders are not receiving fair value for their investments. Notable recent actions include Genentech, Inc., Amicas, Inc., American Italian Pasta Company, and GSI Commerce, Inc.

Kessler Topaz is also very proud of its trial experience in cases against (or on behalf of) Energy Transfer Equity L.P. (“ETE”), Ebix, Inc., Longtop Financial Technologies Ltd., Southern Peru Copper Corporation, Dole Foods Co, Inc., and BankAtlantic Bancorp. Our trials against BankAtlantic (2010) and Longtop (2014) were only the tenth and thirteenth trials, respectively, to reach a verdict since the enactment of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). Separately, in February 2018, August 2018, October 2011 and February/March 2015, the Firm concluded trials in the Delaware Court of Chancery in stockholder actions on behalf of Energy Transfer Equity, L.P., Ebix, Inc., Southern Peru Copper Corp. and former Dole Foods Co., Inc. shareholders/unitholders. In ETE, following a three-day trial, Kessler Topaz, and its Delaware co-counsel, secured a post-trial ruling that ETE’s general partner had issued preferred units to insiders in violation of the governing limited partnership agreement, one of the few successful challenges brought against managers of publicly traded limited partnerships. In Ebix, an unusual case concerning the company chairman and his board-awarded executive compensation, Kessler Topaz, obtained substantial revisions to the compensation arrangement in a post-trial settlement valued at $53 million. In Southern Peru, following a week-long trial, Kessler Topaz secured the largest damage award in Delaware Chancery Court history -- $2 billion. This award was upheld by the Delaware Supreme Court in August 2012. In Dole, following a nine day trial, Kessler Topaz won a $148 million verdict -- representing the second-largest post-trial verdict ever in merger litigation, behind only the Firm’s landmark $2 billion verdict in Southern Peru.

Further, Kessler Topaz has been at the forefront of representing institutional investors in shareholder litigation outside the United States – a growing area of importance given the U.S. Supreme Court’s 2010 decision in Morrison v. National Australia Bank. Kessler Topaz was co-counsel in the groundbreaking Royal Dutch Shell European Shareholder Litigation case that that recovered €323.8 million on behalf of non-U.S. investors in the Dutch Enterprise Court. More recently, Kessler Topaz, in partnership with local counsel, successfully concluded shareholder cases against Ageas, N.V. (successor entity to Fortis Bank, N.V.) (€1.3 billion; largest shareholder recovery in Europe to date), Royal Bank of Scotland in the UnitedKingdom (£900 million settlement), Olympus Corporation in Japan (¥11 billion settlement) and againstSino-Forest in Canada (CDN $117 million settlement). In addition, the Firm is currently litigating a classaction in Canada against Agnico Mining Corp., a group action in France against Vivendi Universal, S.A.,an action in Japan against Toshiba, and a recently filed action in Germany against Volkswagen. Lastly,we are currently following more than 100 non-U.S. actions for our clients, and have alerts set up in 25countries to advise us each time a new action is filed. For these many reasons, we feel that the Firm isespecially well positioned to continue to serve and represent ATRS in an increasingly global market.

For detailed information on our extensive U.S. shareholder litigation experience, please refer to the Firm’s response to Questions B. through E. below – outlining numerous matters which the Firm has, or is currently, prosecuted(ing) on behalf of our clients. With regard to our international shareholder litigation experience, below please find detailed information on the matters we have resolved and/or are currently pursuing around the world.

International Shareholder Litigation Experience

Again, Kessler Topaz has been at the forefront of representing institutional investors in shareholder litigation outside the United States – a growing area of importance since the U.S. Supreme Court’s 2010 decision in Morrison v. National Australia Bank. Kessler Topaz has been involved in twelve (12) international securities litigation cases in the past five years alone. Kessler Topaz’s first involvement with international securities litigation was in the groundbreaking Royal Dutch Shell European Shareholder Litigation case (“Royal Dutch Shell”). In Royal Dutch Shell, Kessler Topaz assisted local counsel in the recovery of $352 million on behalf of non-U.S. investors. This settlement of securities fraud claims on a

KESSLERTOPAZf) MELTZERCHECKu,

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class-wide basis under Dutch law was the first of its kind, and sought to resolve claims exclusively on behalf of European and other non-United States investors. Uncertainty over whether jurisdiction for non-U.S. investors existed in a 2004 class action filed in federal court in New Jersey prompted a significant number of prominent European institutional investors from nine countries, representing more than one billion shares of Shell, to actively pursue a potential resolution of their claims outside the United States. Among the European investors which actively sought and supported this settlement were Alecta pensionsförsäkring, ömsesidigt, PKA Pension Funds Administration Ltd., Swedbank Robur Fonder AB, AP7 and AFA Insurance, all of which were represented by Kessler Topaz.

This case challenged the Firm a great deal, requiring mastery of non-U.S. class action law, extraordinary travel requirements, liaising with local Dutch counsel, and the uncertainty of how the litigation would conclude. Ultimately, the Firm made the decision to pursue this action not only in order to provide an avenue for recovery for our clients, but also to gain invaluable international litigation experience. The Firm has been able to use the Royal Dutch Shell litigation model as a template for pursuing actions that must be pursued outside of the United States. Indeed, Kessler Topaz has successfully investigated, organized, funded, and represented large groups of institutional investors in the following actions that have reached a successful resolution:

1. Ageas, N.V.: In January of 2011, the Firm and its partners established a Dutch Foundation andfiled a claim on behalf of more than 200 institutional investors with €2 billion in losses against Fortis Bank,N.V. (“Fortis”) and its successor companies BNP Paribas and Ageas NL. The case against Fortis aroseout of the subprime mortgage crisis and alleged fraud in connection with the company’s failed 2007attempt to acquire Dutch bank ABN Amro Holding NV (ABN Amro). Specifically, we alleged that Fortismisrepresented the value of its collateralized debt obligations, its exposure to subprime-related mortgage-backed securities, and the extent to which the decision to acquire ABN Amro jeopardized its solvency.After the acquisition failed, Fortis encountered financial difficulties and broke up in the fall of 2008. Itsinvestors lost as much as 90% of the value of their investments. Our lawsuit survived rigorousjurisdictional challenges before both the Utrecht District Court and the Dutch Court of Appeals. Therewere other actions filed against Fortis by different groups of investors in both the Netherlands and inBelgium. In July 2018, the Dutch Court approved a global multi-party settlement for €1.3 billion with thedefendants. The settlement is the largest shareholder recovery in Europe to date.

2. Royal Bank of Scotland: The Firm represented and funded a large group of institutional investorsin an action against Royal Bank of Scotland (“RBS”) for its billions in losses in market value stemmingfrom facts which suggested that RBS materially mislead investors with respect to its true exposure tosubprime-related assets and collateralized debt obligations and inflated the value of its assets includingthose assets it acquired from the Dutch bank ABN Amro. A settlement of £900 million on behalf ofshareholders was reached and given full approval.

3. Olympus Corp.: On behalf of a number of institutional investors, the Firm pursued a case inTokyo, Japan against Olympus Corp. The case against Olympus was based on allegations that Olympusand certain of its officers and directors violated their duties under Japanese Company Law and committedaccounting and securities fraud between 1998 and 2011. The allegations against Olympus stemmed fromOlympus’ public disclosure in November 2011 concerning the falsity of its financial statements. On June28, 2012, we filed a complaint against in Tokyo on behalf of 47 plaintiffs with over ¥ 19 billion in claimeddamages. In June 2013, we filed a second complaint on behalf of 41 additional plaintiffs with total claimsfor over ¥ 16 billion in damages Following the filing of the second complaint, Olympus agreed tomediation and, a third group of 12 claimants, who had not previously filed a complaint, were also added tothe claims. Kessler Topaz and its partners were able to convince Olympus to agree to mediation. KesslerTopaz was an active participant in the mediation and successfully negotiated an ¥11 billion settlementwith Olympus.

Beyond these three group actions, the Firm has also taken an active role in pursuing securities class action litigation in Canada in order to protect the interests of the Firm’s clients trading securities in Canadian markets. For example, Kessler Topaz was U.S. counsel to a European institution serving as a named plaintiff on behalf of investors pursuing Canadian securities claims against Agnico Eagle Mines Limited (Agnico). In this capacity, the Firm assisted Canadian counsel in developing and prosecuting claims arising from Agnico’s failure to disclose ongoing operational issues at its Goldex mine prior to the suspension of mining operations at the mine in October 2011. In February 2016, courts in Ontario and Quebec approved a CDN$17 million settlement of the claims against Agnico. The Agnico settlement is notable in that a companion case in the U.S. (which covered purchasers of Agnico’s stock on a U.S. stock exchange and was based on nearly identical facts) had previously been dismissed.

In addition to these successfully concluded cases, the Firm is currently engaged in representing clients in shareholder litigation in the following actions outside the United States:


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1. Vivendi Universal, S.A.: The Firm is representing and funding a number of institutional investorsin a direct action venued in Paris, France, against Vivendi Universal, S.A. and Jean-Marie Messier(Vivendi’s former CEO) arising from the facts tried in the securities class action In re Vivendi UniversalSecurities Litigation in the Southern District of New York. The Paris suit represents investors whopurchased Vivendi’s securities on the Paris Bourse and whose claims were excluded from the U.S.litigation due to the Supreme Court’s decision in Morrison v. National Australia Bank.

2. Sino-Forest and Valeant Pharmaceuticals International, Inc.: The Firm, in partnership withlocal Canadian firms, is litigating two class actions in Canada against Sino-Forest and ValeantPharmaceuticals International, Inc. in an effort to protect investments our clients made on the Torontoexchange. Our involvement has allowed us to assist our clients in pursuing litigation in Canada. At thesame time, and because securities fraud class actions are relatively new in Canada, we have been ableto offer the Canadian firms our expertise in prosecuting the cases. In the Sino-Forest case, Judge Perellof the Ontario Superior Court of Justice recognized the value of our involvement when he decided thecarriage motion. In the Reasons for Decision, Judge Perell noted that Kessler Topaz has “a very highprofile and excellent reputation as counsel in securities class action lawsuits in the United States.”

In Valeant, Kessler Topaz is serving as U.S. counsel to a European client seeking to represent investors who purchased the Company’s shares on the Toronto Stock Exchange. The Valeant action was filed following revelations that the Company concealed its reliance on affiliated specialty pharmacies to distribute certain of its high-priced drugs and improperly recording sales to these specialty pharmacies in order to artificially inflate revenue. The Company’s reliance on affiliated specialty pharmacies is currently the subject of a probe by the United States Department of Justice.

In both the Sino-Forest and the Valeant cases the Firm has been active in assisting Canadian counsel with litigation strategy, crafting legal arguments, preparing and defending client depositions, and settlement negotiations. In Sino-Forest, while the action against the company is still pending, we helped negotiate a claims settlement with Ernst & Young, the Company’s auditor, for approximately $117 million Canadian. The $117 million settlement is the largest payment ever made by an auditor in Canada to settle a class action.

3. Banco Espirito Santo: The Firm is representing and funding a group of institutional investors whohold senior Banco Espirito Santo bonds in a recently filed action against the Bank of Portugal. The actionis an administrative challenge against the Bank of Portugal’s December 29, 2015 decision to re-transfercertain senior notes from Novo Banco S.A. back to the now defunct Banco Espirito Santo. When BancoEspirito Santo collapsed in August of 2014, the Bank of Portugal created a new bank, Novo Banco, andtransferred all assets and some bonds to Novo Banco. On December 29, 2015, the Bank of Portugaldecided to retransfer €2 billion worth of bonds from Novo Banco (which has assets) back to BancoEspirito Santo (which has no assets and is currently in bankruptcy proceedings). The result is thatbondholders lost at least 90% of the value of their bonds.

4. Volkswagen: The Firm is currently representing and funding a group of over 500 institutionalinvestors in securities litigation in Germany against Volkswagen and Porsche concerning Volkswagen’s“dieselgate” emissions scandal that caused substantial monetary damages to Volkswagen and Porscheshareholders. The Firm, its partners, and German counsel filed four separate group complaints betweenMarch 2016 and December 2018, alleging a total of more than €5 billion in damages. Altogether theFirm’s group is the largest group of investors pursuing action against Volkswagen and the group’s claimsrepresent more than 50% of the total monetary value of the 1750 investor claims filed in Germany againstVolkswagen. The proceedings in Germany are being adjudicated via the German model case proceedingsystem (or “KapMuG”) and the court appointed Deka Investments, one of the plaintiffs in our group ofover 500 investors, to serve as the model plaintiff. The court will utilize the model case proceedings inorder to make a determination on common issues of law and fact that apply to all investors who filed suitagainst Volkswagen. The parties are currently continuously exchanging briefing and the Higher RegionalCourt in Braunschweig, Germany is conducting routine oral hearings on various issues presented in themodel case.

5. Toshiba Corporation: The Firm is representing and funding a number of institutional investors insecurities litigation in Tokyo, Japan against Toshiba Corporation. The case against Toshiba arises from aseries of disclosures Toshiba made beginning on April 3, 2015 regarding a discovery of accountingirregularities that ultimately led to a ¥38 billion net loss for FY 2014/2015 and a revision of its pre-tax profitfigures dating back to 2008. The Firm, its partners, and Japanese counsel filed a complaint on behalf of alarge group of investors in late March of 2017. The case is ongoing.

6. Mitsubishi Motors Corporation: The Firm is representing and funding a number of institutionalinvestors in a securities case in Tokyo, Japan against Mitsubishi Motors Corporation. The case againstMitsubishi arises from Mitsubishi’s April 20, 2016 revelation that it had falsely reported the fuel


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consumption of certain models of its vehicles to the Japanese regulators since 2013. In late June of 2017, Kessler Topaz, its partners, and Japanese counsel filed a complaint in Tokyo on behalf of more than 100 institutional investors. The case is ongoing.

7. Petrobras (Petróleo Brasileiro S.A.): The Firm and its partners are representing and fundingnearly 100 institutional investors in an arbitration against Petrobras before the Market ArbitrationChamber of Brazil. The arbitration stems from the largest corruption scandal in Brazilian history in whichan investigation (dubbed “Operation Car Wash”) revealed that former executives of Petrobras, theBrazilian state-run energy company, had falsely inflated the value of certain projects for their own profitand to pay bribes and kickbacks to politicians. The arbitration is ongoing.

Kessler Topaz has recovered billions of dollars in the course of representing defrauded shareholders from around the world and takes pride in the reputation we have earned for our dedication to our clients. Kessler Topaz devotes significant time developing relationships with its clients in a manner that enables the Firm to understand the types of cases they will be interested in pursuing and their expectations. Further, the Firm is committed to pursuing meaningful corporate governance reforms in cases where we suspect that systemic problems within a company could lead to recurring litigation and where such changes also have the possibility to increase the value of the underlying company.

As an out-growth of our extensive shareholder litigation experience, and as discussed in detail below in our response to Question E.3.A. below, we are proud to offer the most comprehensive portfolio monitoring program in the field (covering both U.S. and non-U.S. litigation) and are also confident that no firm does more than we do to help ensure that institutional investors are getting their money back from securities class action settlements and judgments – by way of claims administration assistance. We currently provide these services to over 300 institutional investors worldwide, via our Securities Tracker team, comprised of thirty (30) attorney and non-attorney professionals. The team includes client service representatives, data intake and claims filing specialists, analysts, client reporting specialists and more. These professionals are focused on monitoring our clients’ investment portfolios, identifying losses in newly filed actions, monitoring cases through to resolution, and importantly, assisting to help ensure our clients are receiving their pro-rata share of proceeds from securities class action settlements and judgments. We currently file proofs of claim (in-house) for over one hundred and fifty (150) of our clients, and have assisted these clients in recovering over $300 million in securities class action proceeds in the past nine (9) years.

The shareholder litigation landscape has changed dramatically in the last ten+ years. The financial crisis and resultant securities cases have tested the mettle of the plaintiffs’ bar -- in battling the largest corporations and most competent defense counsel in the world – in an effort to achieve significant recoveries for shareholders. Further, as ATRS is aware, recent U.S. Supreme Court decisions and corporate actions have continued to curtail shareholder rights. These events have condensed the group of law firms who have been able to thrive in this environment, and who can offer the full complement of shareholder litigation-related services which are essential for institutional investors from a fiduciary standpoint – services which include global shareholder litigation identification, thorough case evaluation, zealous litigation representation, on-going monitoring, and claims administration assistance. For the reasons described herein, Kessler Topaz is hopeful ATRS will recognize the work we have done on behalf of institutional investors, including our zealous representation of ATRS in multiple securities litigation matters, and determine that we merit continuing to be included in ATRS’s pool of shareholder litigation firms going forward.

B. Describe your law firm’s experience successfully prosecuting securities litigation claims forpublic pension funds as lead plaintiff. Provide an overview of your law firm’s top five (5)recovery awards for a public pension plan, including the year each claim was filed, a summaryof the claim, and the outcome of the claim.

For the past several years, Kessler Topaz has been involved in the some of the most important shareholder litigation cases in our field. Since 2007 alone, the Firm has concluded 62 securities litigation cases, recovered over $11 billion on behalf of shareholders, brought six shareholder litigation matters to trial, as well prosecuted numerous shareholder derivative actions and takeover actions resulting in significant corporate governance reforms to wayward companies. The Firm also has 31 securities and direct actions currently pending where we represent public pension plans, another 21 shareholder derivative actions and takeover actions pending in which we represent public pension plans, and several non-U.S. jurisdiction cases pending and slated for trial in 2019/2020. Below please find the Firm’s top five (5) shareholder litigation recoveries for public pension plans and other institutional investors.

5 points


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Case: In re Tyco International, Ltd. Securities Litigation, No. 02-MD-01335-B (D.N.H.) Client: Voyageur Asset Management Resolution: $3.2 billion settlement. Settlement proceeds distributed. About the Case: Kessler Topaz, as Co-Lead Counsel in this highly publicized securities fraud class action, achieved a $2.975 billion recovery from Tyco International, Ltd. ("Tyco"), representing the largest securities class action recovery from a single corporate defendant in history, and a $225 million recovery from its auditor PricewaterhouseCoopers (“PwC”), representing the largest contribution ever paid by PwC to resolve a securities class action and the second-largest auditor settlement in securities class action history. As presiding Judge Paul Barbadoro aptly stated in his Order approving the final settlement, “[i]t is difficult to overstate the complexity of [the litigation].” Judge Barbadoro noted the extraordinary effort required to pursue the Tyco litigation towards its successful conclusion, which included review of over 82.5 million documents, more than 220 depositions and over 700 discovery requests and responses.

Case: In re Bank of America Corp. Sec. Litig., No. 09 MDL 2058 (DC) (S.D.N.Y.) Clients: PGGM Vermogensbeheer B.V. (Dutch National Pension Fund) and Fjärde AP-Fonden (Swedish National Pension) Resolution: $2.425 billion settlement (6th largest in history) and the implementation of significant corporate governance improvements. About the Case: Kessler Topaz, as Co-Lead Counsel, asserted claims for violations of the federal securities laws against Bank of America Corp. (“BoA”) and certain of BoA’s officers and board members relating to BoA’s merger with Merrill Lynch & Co. (“Merrill”) and its failure to inform its shareholders of billions of dollars of losses which Merrill had suffered before the pivotal shareholder vote, as well as an undisclosed agreement allowing Merrill to pay up to $5.8 billion in bonuses before the acquisition closed, despite these losses. On September 28, 2012, the Parties announced a $2.425 billion case settlement with BoA to settle all claims asserted against all defendants in the action. BoA also agreed to implement significant corporate governance improvements. The settlement, reached after almost four years of litigation with a trial set to begin on October 22, 2012, amounted at the time to 1) the sixth largest securities class action lawsuit settlement ever; 2) the fourth largest securities class action settlement ever funded by a single corporate defendant; 3) the single largest settlement of a securities class action in which there was neither a financial restatement involved nor a criminal conviction related to the alleged misconduct; 4) the single largest securities class action settlement ever resolving a Section 14(a) claim (the federal securities provision designed to protect investors against misstatements in connection with a proxy solicitation); and 5) by far the largest securities class action settlement to come out of the subprime meltdown and credit crisis to date.

Case: In re Southern Peru Copper Corp. Derivative Litigation, Consol. CA No. 961-CS (Del. Ch.) Client: Theriault Trust Resolution: $2 billion trial judgment in Plaintiff’s favor. About the Case: On October 14, 2011, Kessler Topaz and its Delaware co-counsel secured the largest damage award in Delaware Chancery Court history, a $1.3 billion derivative judgment against copper mining company Southern Peru’s majority shareholder Grupo Mexico. The litigation stemmed from Southern Peru’s 2005 acquisition of Minera Mexico, a private mining company owned by Grupo Mexico, for more than $3 billion in Southern Peru stock. Plaintiff alleged that the private company was worth more than a billion dollars less, but that Southern Peru’s board had approved this conflicted transaction in deference to its majority shareholder’s interests. In his trial opinion, Chancellor Leo Strine agreed, writing that Grupo Mexico “extracted a deal that was far better than market, and got real, market-tested value of over $3 billion for something that no member of the special committee, none of its advisors, and no trial expert was willing to say was worth that amount of actual cash.” He concluded that Southern Peru’s “non-adroit act of commercial charity toward the controller resulted in a manifestly unfair transaction.” Discovery in the case spanned years and continents, with depositions in Peru and Mexico. Defendants appealed the historic verdict to the Delaware Supreme Court, which affirmed the Court of Chancery’s judgment on August 27, 2012. The final judgment, with interest, amounted to $2 billion.

Case: In re Lehman Brothers Securities and ERISA Litigation, No. 09-md-2017 (S.D.N.Y.) Client: Alameda County Employees’ Retirement Association Resolution: $616 million settlement. Final approval granted by the Court on June 26, 2012 and November 28, 2013. About the Case: Plaintiffs alleged that the registration statements and prospectuses used to market Lehman’s numerous offerings leading up to its bankruptcy contained false and misleading information and omitted material facts regarding Lehman’s net leverage, risk management and concentration of risks. A $616 million settlement was reached on behalf of shareholders — $426 million of which came from various underwriters of the Offerings, representing a significant recovery for investors in this now bankrupt entity. In addition, $90 million came from Lehman’s former directors and officers (which is significant considering the diminishing assets available to pay any future judgment) as well as $99 million from Lehman’s auditor Ernst & Young.


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Case: Luther, et al v. Countrywide Financial Corp., et al., No. 12-cv-05125 (C.D. Cal.) Client: Maine State Retirement System Resolution: $500 million settlement; final approval received on December 5, 2013. About the Case: This settlement in the amount of $500 million on behalf of investors who purchased mortgage-backed securities issued by Countrywide Financial Corporation (“Countrywide”) represents the largest MBS class action recovery under the Securities Act in history. Plaintiffs alleged that Countrywide and various of its subsidiaries, officers and U.S. investment banks violated Sections 11, 12(a) (2) and 15 of the Securities Act of 1933 by making materially false and misleading statements in over 450 prospectus supplements relating to the issuance of more than $300 billion in Subprime and Alt-A MBS and the quality of the loans underlying the MBS. The matter further alleged that when information pertaining to the loans materialized, the value of the MBS declined, damaging investors. The settlement, which received final court approval on December 5, 2013, was achieved through prolonged mediation after more than five years of hard fought litigation.

C. Describe your law firm’s experience prosecuting securities litigation cases in the last five (5)years. Provide an overview of the claims that includes the year each claim was filed, a summaryof the claim, and the outcome of the claim.

Below please find a sample of shareholder actions the Firm has prosecuted in the last five (5) years (note: please refer to the Firm’s response to Question E.1.A. above (“International Shareholder Litigation Experience”) for a description of our recent international shareholder litigation matters). Again, in addition to these resolved matters, the Firm currently has 31 securities and direct actions currently pending where we represent public pension plans, another 21 shareholder derivative actions and takeover actions pending in which we represent public pension plans, and several non-U.S. jurisdiction cases pending and slated for trial in 2019/2020.

Securities Class Actions

Case: In re Allergan, Inc. Proxy Violation Securities Litigation, Case No. 8:14-cv 2004-DOC-KESx (C.D. Cal.) Client: Iowa Public Employees Retirement System Resolution: Settlement of $250 million; final approval granted August 14, 2018. About the Case: Kessler Topaz was appointed co-lead counsel on behalf of a class all persons and entities who sold Allergan, Inc. (“Allergan”) common stock between February 25, 2014 and April 21, 2014 and were harmed as a result of allegations of insider trading on behalf of defendants: (a) Pershing Square Capital Management, L.P. and various of its affiliates, and (b) Valeant Pharmaceuticals International, Inc., and various of its affiliates. The complaint alleged that the defendants purchased Allergan stock with material, non-public information during the class period, and by communicating material, non-public information, defendants violated, among other things, Section 14(e) of the Securities Exchange Act of 1934, as amended by the Williams Act of 1968 (the “Williams Act”), codified in 15 U.S.C. § 78n(e), as well as Exchange Act Rules 14a9 and 14e-3, codified at 17 CFR § 240.14e-3 andpromulgated by the SEC under the Exchange Act. According to the complaint, in exchange for insideinformation regarding Valeant’s plans to launch a hostile takeover and tender offer for fellowpharmaceutical company Allergan, Pershing Square Capital Management, L.P. agreed to secretly acquirenearly 10% of Allergan’s stock and commit those shares to support Valeant’s bid. On January 26, 2018,the involved parties reached a settlement in principle. On March 19, 2018, the court preliminarilyapproved the settlement and granted final approval on August 14, 2018.

Case: In re JPMorgan Chase & Co. Securities Litigation, 12-CV-03852-GBD (S.D.N.Y.) Client: Sjunde AP-Fonden (Swedish National Pension) Resolution: $150 million settlement reached Dec. 18, 2015, final approval granted May 10, 2016. About the Case: In November 2012, Kessler Topaz filed a Consolidated Amended Class Action Complaint in the Southern District of New York, alleging that JPMorgan Chase & Co. (“JPMorgan” or the “Company”) and various individual Defendants, including Chief Executive Officer James Dimon, violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, by making or authorizing materially false and misleading statements relating to the Company’s risk management policies and the proprietary trading activities of JPMorgan’s Chief Investment Office -- activities which ultimately led to over $6 billion in losses to the Company as a result of massive, proprietary bets placed on exotic credit derivatives by the so-called “London Whale,” a trader in the Chief Investment Office. As co-lead counsel, Kessler Topaz fended off defendants’ motion to dismiss, and succeeded in winning a hard-fought battle to win class certification for JPMorgan investors, thus prompting JPMorgan to settle the case.

5 points


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Case: In re HP Securities Litigation, C-12-5980 (N.D.Cal.) Client: PGGM Vermogensbeheer B.V. (Dutch National Pension Fund) Resolution: $100 million settlement; final settlement approval granted on November 16, 2015. About the Case: Kessler Topaz secured a $100 million recovery for Hewlett-Packard investors in June 2015 in a securities fraud action stemming from the company’s ill-fated $11 billion acquisition of British software maker Autonomy Corp in 2011. The action, filed in early 2013, alleged that HP and several of its current and former top officials, including CEO Meg Whitman, made false and misleading statements to investors about Autonomy’s valuation and financial reporting practices, prior to HP’s move to take an $8.8 billion write-down on the company in Nov. 2013. Kessler Topaz represented lead plaintiff PGGM Vermogensbeheer B.V. (Dutch National Pension Fund) and served as sole lead counsel in the matter. Final approval was granted November 16, 2015.

Case: In re Endo International PLC Securities Litigation, Case No. 17-CV-03711 (E.D. Pa.) Client: SEB Investment Management AB Resolution: $82.5 million settlement reached on July 11, 2019; pending court approval. About the Case: Kessler Topaz, as lead counsel and on behalf of Plaintiffs, alleged that throughout the Class Period, Defendants made false and/or misleading statements and/or failed to disclose that: (1) Reformulated Opana ER ("Opana") was not resistant to crushing; (2) Reformulated Opana was not abuse-deterrent and its use carried an inherent risk of abuse by grinding, snorting, or injecting; and (3) Reformulated Opana was contributing to an opioid public health crisis. Endo would ultimately remove Reformulated Opana from the market. When the true details entered the market, the lawsuit claims that investors suffered damages.

In addition, the Firm alleged that the Registration Statement, filed with the Securities and Exchange Commission and issued in connection with Endo's June 2, 2015 public offering of Endo common stock, contained untrue statements of material fact and omitted material facts. The Offering Materials failed to disclose material adverse trends, including the increase in reformulated Opana ER abuse by injection and related serious adverse events and failed to disclose the most significant risk factors that rendered the offering speculative or risky. Specifically, it was alleged that that the Company faced a material risk of regulatory action with respect to reformulated Opana ER, in that the FDA would require the drug's removal from the market on account of the material adverse safety risks and trends in intravenous abuse rates observed with the drug in post-marketing safety data.

Case: In re MGM Mirage Securities Litig., No. 2:09-cv-01558-GMN-VCF (D. Nev.) Clients: City of Philadelphia Board of Pensions and Retirement, Luzerne County Retirement System Resolution: $75 million settlement; final approval granted March 1, 2016. About the Case: Kessler Topaz served as Co-Lead Counsel in this securities fraud class action in the United States District Court for the District of Nevada. This action asserted claims for violations of the federal securities laws against MGM Mirage (nka MGM Resorts International) (“MGM” or “the Company”) and certain of MGM’s former officers and directors, who were alleged to have issued materially false and misleading statements and omitted material information regarding the Company’s financial condition, its access to financing, and the budget and schedule for CityCenter, a multi-building development featuring a casino, hotel, residential units, retail, restaurants, and entertainment venues. After 6 years of litigation, a settlement of $75 million was reached. The Court granted final approval on March 1, 2016.

Case: Jahm v. Bankrate, Inc., et al., No. 9:14-cv-81323 (S.D. Fla.) Client: City of Los Angeles Fire and Police Pension System Resolution: $20 million settlement; approved on February 6, 2017. About the Case: Plaintiffs alleged that Bankrate issued materially false and misleading financial statements, concurrently failing to disclose material adverse facts regarding the Company's publicly reported financial results between October 16, 2012 and September 15, 2014. Specifically, on September 15, 2014, the Company filed a Form 8-K with the Securities and Exchange Commission ("SEC") disclosing that the SEC had begun a formal investigation into Bankrate's financial reporting during 2012, with the principal focus on the financial quarters ended March 31, 2012, and June 30, 2012. As a result of the SEC investigation and its underlying issues, Bankrate announced that its previously issued financial statements for each of the fiscal years 2011, 2012, and 2013 should no longer be relied upon pending the conclusion of a complete internal review of the issues at the heart of the investigation. On the release of the news, the Company's share price fell from a close of $13.82 on September 12, 2012, to close at $11.92 on September 15, 2014.

Case: In re Longtop Financial Technologies Limited Securities Litigation, Civ. No. 11-cv-3658-SAS (S.D.N.Y.) (TRIAL EXPERIENCE*) Clients: Danske Invest Management A/S and Pension Funds of Local No. One, I.A.T.S.E. Resolution: Jury Verdict in Plaintiffs’ favor against former CFO of the company (November 2014) and default judgment order entered in April 2013 which included damages award of $882.3 million against the company.


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About the Case: In November 2013, serving as sole lead counsel, Kessler Topaz secured a $882.3 million default judgment in a securities class action against Longtop Financial Technologies Limited (“Longtop”) and its Chief Executive Officer, Wai Chau Lin a/k/a Lian Weizhou (“Lin”) that alleged that the China-based software and information technology company falsified its financial records, in violation of federal securities laws.

Kessler Topaz alleged that Longtop was a complete fraud from its initial public offering in October 2007 through the day the New York Stock Exchange permanently delisted Longtop in August 2011, saddling investors with hundreds of millions of dollars in losses and worthless American Depositary Shares (“ADS”). Among other things, plaintiffs claimed that Longtop publically reported false revenues, artificially inflated cash balances, failed to disclose tens of millions of dollars in loan obligations, and falsely reported that Longtop earned quarterly profits.

As detailed in the complaint in February 2010, the market began questioning the legitimacy of Longtop’s financial statements, causing the value of Longtop ADSs to decline. Then in May 2011, Longtop stunned investors when it announced that its outside auditor had abruptly resigned, describing in its resignation letter various fraudulent activities that Longtop had undertaken. Longtop ADSs, which reached a class period high of $42.86 per ADS, are now entirely worthless. The judgment found defendants Longtop and Lin jointly and severally liable to pay damages of $882.3 million plus 9% interest on such amount from February 21, 2008 to the date of payment.

Then, on November 21, 2014, after a three day trial, a New York federal jury entered a verdict holding former Longtop CFO Derek Palaschuk, who served from 2006 to May 2011, liable for the company’s alleged misrepresentations about its financial condition. It marked, at the time, only the 24 securities class action to go to trial and reach a verdict since 1996.

Case: In re Pfizer Securities Litigation, 4-CV-09866 (S.D.N.Y.) Client: Individual Investors Resolution: $486 million settlement; final approval granted on December 21, 2016. About the Case: The Complaint alleged: Throughout the Class Period, Defendants misrepresented and omitted material facts concerning the safety and marketability of Pfizer's Celebrex and Bextra products. Specifically, at all times during the Class Period, Defendants were aware of strong indicators that Celebrex and Bextra, drugs known as "Cox-2 Inhibitors," posed serious undisclosed health risks to consumers, that these undisclosed health risks would limit their marketability, and that the potential financial liability Pfizer faced from the harms these drugs caused posed a serious threat to the Company's finances. Nevertheless, Defendants concealed these facts from the investing public. Toward the close of the Class Period, a series of factual revelations from several sources caused the market to gradually perceive the truth about Pfizer's Bextra and Celebrex products.

For example, on November 4, 2004, the Calgary Herald reported that "Celebrex, a popular pain drug touted as the safe alternative after Vioxx was pulled from drugstore shelves, is suspected of causing at least 14 deaths and numerous heart and brain side effects." Then, on November 10, 2004, the New York Times revealed a study finding that "[t]he incidence of heart attacks and strokes among patients given Pfizer's painkiller Bextra was more than double that of those given placebos." As a result of these and other revelations, Pfizer's share price dropped from a closing price of $29.45 on November 3, 2004 to $27.15 on November 11, 2004 -- a drop of 8%.

Later, Pfizer shocked the market by revealing that "[i]n the Adenoma Prevention with Celecoxib (APC) trial, patients taking 400mg and 800mg of Celebrex daily had an approximately 2.5 fold increase in their risk of experiencing a major fatal or non-fatal cardiovascular event compared to those patients taking placebo, according to the National Cancer Institute (NCI). Based on these statistically significant findings, the sponsor of the trial, the NCI, has suspended the dosing of Celebrex in the study."

Case: Beaver County Employees' Retirement Fund, et al. v. Tile Shop Holdings, Inc., et al., No. 14-cv-786 (D. Minn.)Client: Erie County Employees Retirement System; Beaver County Employees Retirement FundResolution: $9.5 million settlement reached on June 14, 2017.About the Case: Plaintiffs alleged that Tile Shop failed to disclose that one of its largest suppliers,Beijing Pingxiu ("BP"), is an undisclosed related company secretly controlled by Fumitake Nishi, thebrother-in-law of the Company's CEO and a Tile Shop employee. On November 14, 2013, Gotham CityResearch LLC issued a report asserting that Tile Shop: (a) greatly exaggerated its true financialperformance; (b) failed to disclose BP as a material related party supplier; (c) uses BP to overstateinventories, understate cost of sales and overstate gross profits; (d) purchases goods from BP at or nearcost to allow Tile Shop to achieve an artificial cost advantage; and (e) overstates earnings. The complaintasserted that when this adverse information entered the market, the price of Tile Shop shares droppedsubstantially, damaging investors.

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Direct Actions/Opt-Outs

Case: Dimensional Emerging Markets Value Fund, et al. v. Petroleo Brasileiro S.A. - Petrobras, No. 15-cv-02165 (S.D.N.Y. Mar 23, 2015)Clients: Kessler Topaz represented over 30 institutional investors in 12 direct actions against Petrobras,including Alaska Permanent Fund Corporation, the State of Alaska Department of Revenue (TreasuryDivision), Dimensional Fund Advisors LP, Aberdeen Asset Management, Delaware Investments, theRussell Investment Company Funds, and Manning & Napier.Resolution: These cases were privately settled privately by the parties.About the Cases: These actions were brought against Petrobras, Brazil’s state-owned oil conglomerate,and arose out of a decade-long bid-rigging and bribery scheme that has been called the largestcorruption scandal in Brazil’s history. The actions asserted securities fraud claims on behalf ofpurchasers of Petrobras’s American Depositary Shares trading on the New York StockExchange. Kessler Topaz prosecuted the cases through the completion of discovery, which entailed over40 depositions on an expedited four-month schedule, and up to summary judgment. The firm's effortsincluded a trip to Brazil that resulted in the successful procurement of cooperation from a critical thirdparty witness. Kessler Topaz subsequently obtained a favorable ruling from the court permitting thedeposition of this Brazilian national in the U.S., which the firm conducted. At the time the actionsresolved, Kessler Topaz was in the midst of trial preparation.

Cases: Allianz Global Investors Kapitalanlagegesellschaft MBH, et al v. Merck & Co., Inc., et al., No. 07-cv-04451 (D.N.J. Sept 17, 2007); AFA Livförsäkringsaktiebolag et al. v. Merck & Co., Inc., 07-cv-04024 (D.N.J. Aug 27, 2007)Clients: Allianz Global Investors Kapitalanlagegesellschaft MBH, Allianz Global Investors LuxembourgS.A., Allianz Global Investors Ireland Limited, Skandinaviska Enskildabanken AB,Arbetsmarkinadsforsakringar Pensionsforsakringsaktiebolag, AMF Pension Fondforvaltning AB,Swedbank Robur AB, Danske Invest Administration A/S, Sjunde AP-Fonden (AP7), Fjarde AP-Fonden(AP4), Alecta Pensionsforsakring, Omsesidigt, AFA Sjukforsakringsaktiebolag, AFAtrygghetsforsakkringsaktiebolag, AFA livforsakringsaktiebolagResolution: These cases were privately settled between defendants and opt-out plaintiffs on June 28,2016.About the Cases: Kessler Topaz represented several institutional clients in opt-out litigation againstMerck & Co. Inc. relating to Merck’s representations concerning the cardiovascular risks associated withMerck’s blockbuster drug, Vioxx, which led to the withdrawal of Vioxx from the market. These two caseswere filed following the dismissal of a class action, Reynolds, et al., v. Merck & Co. Inc., et al., 483F.Supp.2d 407 (D.N.J. 2007). Kessler Topaz successful litigated these two opt-out actions, which allegedviolations of New Jersey common law, including common law fraud, negligent misrepresentation, and civilconspiracy.

Case: Connecticut Retirement Plans and Trust Funds et al v. BP, PLC et al., No. 4:12-cv-01272 (S.D.Tex.) Clients: Connecticut Retirement Plans and Trust Funds, North Carolina Department of State Treasurer, Public Employees Retirement Association of Colorado, Los Angeles County Employees Retirement Association, San Diego City Employees’ Retirement System, and the City of Philadelphia Board of Pensions and Retirement Resolution: Direct action filed on April 20, 2012; case is ongoing. About the Case: Kessler Topaz filed a direct action on behalf of three state pension funds and three municipal pension funds against BP plc (“BP” or the “Company”), two of BP’s U.S. subsidiaries and certain of BP officers on the two year anniversary of the explosion aboard the Deepwater Horizon drilling rig which resulted in the historic oil spill in the Gulf of Mexico. The action asserts claims under federal and state law against the Defendants for manipulating the price of BP’s American Depository Shares (“ADS”) and ordinary shares (traded on the London Stock Exchange).

Shareholder Derivative and Takeover Actions

Case: In re Dole Food Co., Inc. Stockholder Lit., No. 8703 (Del. Ch. Ct.) (TRIAL EXPERIENCE*) Client: City of Providence, Rhode Island Resolution: Trial verdict of $148 million in favor of stockholder class. About the Case: Kessler Topaz filed this stockholder class action alleging that Dole’s long-time controlling stockholder and chairman, David Murdock, and Dole’s president and long-time general counsel, C. Michael Carter, breached fiduciary duties owed to Dole’s public stockholders in connection with Murdock’s buyout of the public stockholders in a deal that closed on November 1, 2013. We sought to force Murdock to pay a fair price for Dole’s stock, above the $13.50 per share that Murdock had paid in the take-private transaction. Acting as co-lead counsel for a certified class of former Dole stockholders, and after rebuffing Murdock and Carter’s efforts to have the case dismissed before trial, Kessler Topaz


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conducted a nine-day trial before the Delaware Court of Chancery in February and March 2015. In August 2015, the court issued its verdict in a detailed, 108-page post-trial opinion, finding that Murdock and Carter “primed the market for the freeze-out by driving down Dole’s stock price” and provided the company’s outside directors with “knowingly false” information and intended to “mislead the board for Mr. Murdock’s benefit.” Because of the “fraud” perpetrated by Murdock and Carter, the court ruled that the former Dole public stockholders were entitled to an additional $2.74 per share, or approximately $148 million in total, plus pre-and-post judgment interest. This verdict represents the second-largest post-trial verdict ever in merger litigation, behind only Kessler Topaz’s landmark 2011 $2 billion verdict in In re Southern Peru.

Case: City of Daytona Beach Police and Fire Pension Fund v. ExamWorks Group, Inc., C.A. No. 12481-VCL (Del. Ch.) Client: City of Daytona Beach Police and Fire Pension Fund Resolution: $86.5 million settlement, including $46.5 million funded by outside legal advisor. About the Case: Kessler Topaz and its Delaware co-counsel brought this action in June 2016 to challenge the conduct of ExamWorks’ Board of Directors in agreeing to sell the company to private equity firm Leonard Green & Co. for approximately $2.2 billion, in a merger transaction that unfairly benefitted certain of ExamWorks’ officers and directors to the exclusion of the public stockholders. A focus of our claims was that the outside lawyer who represented ExamWorks had several, undisclosed conflicts of interest that infected the sales process and prevented the Board from fulfilling its fiduciary duties in selling the company, and we named the lawyer’s law firm as an aider and abettor of the Board’s breaches of fiduciary duty. The Court of Chancery granted Kessler Topaz’s request for an expedited litigation track and ultimately scheduled the case for trial in March 2017. In the month before the scheduled trial, ExamWorks and its Board agreed to settle the case, and the company’s outside counsel later separately agreed to settle the lawsuit as well.

Case: In re Energy Transfer Equity L.P. Unitholder Litigation, No. 12197 (Del. Ch. Ct.) (TRIAL EXPERIENCE*) Client: Chester County Employees Retirement Fund Resolution: Trial verdict in favor of unitholder class. About the Case: Kessler Topaz filed this limited partner unitholder class action alleging that the long-time controller of master limited partnership Energy Transfer’s general partner, Kelcy Warren and other Energy Transfer insiders, in March 2016, engineered an issuance of preferred units to themselves and their affiliates – but not generally to common unitholders – in violation of Energy Transfer’s limited partnership agreement. At the time of the preferred issuance, oil pipeline operator Energy Transfer was subject to a merger agreement with The Williams Cos. that had been entered into months earlier, before oil markets had collapsed, and the preferred issuance was designed as a hedge against quarterly distribution cuts on publicly held common units, which were projected in the event the Williams Cos. merger closed. After the merger agreement collapsed, Warren and the other insiders kept the preferred units, profiting as a result. Acting as co-lead counsel for the class of Energy Transfer common unitholders, and after rebuffing Warren’s and the other insiders’ efforts to have the case dismissed, Kessler Topaz conducted a three-day trial in the Delaware Court of Chancery in February 2018. On March 17, 2018, the Court issued a detailed memorandum opinion, agreeing with the plaintiffs that the preferred units were issued in violation of Energy Transfer’s limited partnership agreement. This case represents one of the few cases to successfully challenge a general partner’s conduct under a limited partnership agreement.

Case: In re Ebix, Inc. Stockholder Litigation, No. 8526 (Del. Ch. Ct.) (TRIAL EXPERIENCE*) Client: Individual Investor Resolution: Post-trial settlement valued at $53 million About the Case: Kessler Topaz filed this stockholder class action alleging that Robin Raina, the long-time Chairman and CEO of software developer Ebix, Inc., and the other directors of Ebix had breached their fiduciary duties by granting Raina a compensation package that would pay him approximately 20% of the Company’s market capitalization, in cash, upon a change-in-control transaction, such as a merger – an executive compensation arrangement that both was richer than any other in all publicly tradedcompanies and was a deterrent against merger proposals from third parties. Through an evaluation ofpublic filings, it was further determined that Raina had sought – without other directors’ knowledge – tochange the terms of his compensation package to make it even more lucrative to him. After multipleefforts by defendants to have the case dismissed, including a renewed effort by new defense counselafter the Court had scheduled the case for trial, Kessler Topaz and co-counsel in Delaware conducted athree-day trial in the Delaware Court of Chancery in August 2018. Following trial, the parties reached a$53 settlement of the case that significantly reduced the value of Raina’s compensation package andmade a value-maximizing transaction more likely.


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Case: In re Safeway Inc. Stockholders Litigation, Consolidated C.A. NO. 9445-VCL (Del. Ch. Ct.) Client: Oklahoma Firefighters Pension and Retirement System Resolution: Modifications to the terms of the transaction and defendants’ agreement to withdraw a shareholder rights plan, providing substantial benefits to stockholders possibly in excess of $230 million. About the Case: In September 2014, Kessler Topaz secured final approval of a settlement in a shareholder class action challenging the acquisition of Safeway, Inc. by the Albertson’s grocery chain, which is owned by private equity firm Cerberus Capital Management and certain affiliated investors. In approving the settlement, the Delaware Chancery Court recognized that the settlement’s modifications to the terms of the transaction as well as defendants’ agreement to withdraw a shareholder rights plan, or “poison pill”, provided substantial benefits to Safeway stockholders that could be valued in excess of $230 million.

Kessler Topaz represented the Oklahoma Firefighters Pension and Retirement System in the litigation, which was filed in the Delaware Chancery Court in Wilmington in March 2014.

Under the terms of March 2014 buyout offer, Safeway stockholders would receive $32.50 in cash and two contingent value rights, which were non-tradable securities that would entitle Safeway stockholders to the proceeds from the future sales of certain Safeway assets (Safeway’s 49% interest in Mexican grocery chain Casa Ley and certain real estate assets held by Safeway’s subsidiaries Property Development Centers, LLC and PDC I, Inc.) that the Cerberus-led investment consortium were not interested in acquiring. While the transaction was subject to a post-signing shopping process, Safeway was concurrently maintaining a shareholder rights plan that could be prohibitive to other acquirers making a competing offer to acquire the company.

In its complaint, however, Kessler Topaz alleged that the value of the CVRs was illusory, because in the event that the assets were not sold during the proscribed period permitted by the CVRs, then they would either be appraised under metrics favorable to defendants or revert back to Safeway, which would then be owned by the Cerberus consortium. The complaint further alleged that the shareholder rights plan had prohibitive effects on potential bidders making superior offers to acquire the Company, and its continued maintenance after Safeway had signed up a deal could not be a valid exercise of business judgment under Delaware law.

Plaintiffs sought to enjoin the transaction, and a hearing for a preliminary injunction was scheduled to be held before the Delaware Chancery Court on July 11, 2014. However, Kessler Topaz was able to negotiate modifications to the terms of the CVRs, which (i) accelerated the payouts to Safeway stockholders, (ii) changed the terms of how the assets would be valued in an appraisal to provide more value to Safeway stockholders, and (iii) prevented the potential reversion of any assets to Cerberus. Kessler Topaz also secured defendants’ agreement to withdraw the shareholder rights plan, so that a competing bidder could make a premium offer for the company directly to Safeway stockholders without having to secure approval from the Safeway’s directors who had already agreed to the deal with Cerberus.

In approving the settlement, Vice Chancellor Travis Laster stated that “the plaintiffs obtained significant changes to the transaction . . . that may well result in material increases in the compensation received by the class.” He recognized that the modifications to the CVRs could result in excess of $160 million in additional consideration being paid to Safeway stockholders, and that the withdrawal of the poison pill provided an opportunity for a competitive bid, which he valued in excess of $70 million.

D. Describe your law firm’s experience providing successful securities monitoring and litigationservices for public pension funds in Arkansas, including ATRS. Provide an overview of eachclaim, including the year each claim was filed, a summary of the claim, and the outcome of theclaim.

Kessler Topaz currently provides global securities monitoring services to ATRS (since 2013), the Arkansas Public Employees Retirement System (“APERS”; since 2014) and the Arkansas State Highway Employees’ Retirement System (since 2019). The Firm has also provided zealous litigation representation to ATRS and APERS in the following resolved and pending matters:

Case: Ollila v. Babcock & Wilcox Enterprises, Inc. et al, Case No. 3:17-cv-00109-MOC-DCK (W.D.N.C.) Client: Arkansas Teacher Retirement System Resolution: Settlement of $19.5 million; settlement fairness hearing scheduled for December 16, 2019. About the Case: Kessler Topaz served as additional counsel to ATRS, representing a class comprised of all persons and entities who purchased Babcock & Wilcox Enterprises, Inc. (“B&W”) publicly-traded common stock on the New York Stock Exchange (“NYSE”), on other U.S. exchanges or in a U.S.

5 points


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transaction, or who purchased B&W stock on the NYSE on a “when issued” basis between June 17, 2015 and August 9, 2017 and were harmed when the truth regarding the defendants’ alleged fraudulent scheme was revealed. The complaint alleged that B&W, its former Chief Executive Officer, E. James Ferland, and its former Chief Financial Officer, Jenny L. Apker, violated Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), codified at 15 U.S.C. § 78j(b), and SEC Rule 10b-5 promulgated thereunder, codified at 17 C.F.R. § 240.10b-5, and Section 20(a) of the Exchange Act, codified at 15 U.S.C. § 78t(a), by making material misstatements falsely assuring the public of the positive value, growth prospects, and performance of B&W’s renewable energy business. According to the complaint, contrary to their positive statements to the market, B&W’s senior management knew that the Company’s renewable energy business suffered from serious operational issues that caused significant delays and large cost overruns at its renewable projects. When B&W finally revealed to the market the true scope of the delays, cost-overruns, and charges associated with these renewable projects, and the resulting losses to the Company, B&W’s stock price declined dramatically. The parties reached a settlement in principle on April 16, 2019. On August 12, 2019, the court preliminarily approved the settlement. A settlement fairness hearing is currently scheduled for December 16, 2019.

Case: In re Oklahoma Law Enforcement Retirement System v. Adeptus Health Inc., et al., Case No. 4:17-CV-0449-ALM (E.D. Tex., Sherman Division) Clients: Arkansas Teacher Retirement System; Alameda County Employees’ Retirement Association; Miami Firefighters’ Relief and Pension Fund Resolution: Case Ongoing; ruling on class certification pending; trial scheduled for April 2020. About the Case: This case arises out of the collapse of Adeptus Health Inc. (“Adeptus” or the “Company”), formerly the country’s largest operator of freestanding emergency rooms. During the Class Period (June 25, 2014 through March 1, 2017), Defendants misrepresented and concealed a growing liquidity crisis at Adeptus, including through misstatements regarding Adeptus’s joint venture (“JV”) strategy, pricing practices, patient acuity levels, bad debt reserves, and its deficient internal controls, which allowed certain Defendants to cash out of the Company, reaping massive profits.

Prior to the Class Period, Defendant Sterling Partners (“Sterling”), a private equity fund, acquired 75% of Adeptus’s predecessor and handpicked the Defendants Tom Hall, Tim Fielding, and Graham Cherrington (the “Executive Defendants”) and certain directors to run the company. Sterling then took Adeptus public on June 25, 2014, selling a large block of its Adeptus shares in an IPO, while maintaining long-term control over the Company. With Sterling pulling the strings at Adeptus, Defendants misled investors about Adeptus’s joint venture strategy of partnering with hospitals, pricing practices, patient acuity, bad debt reserves, and internal controls.

As part of its purported business model, Adeptus formed JVs with established hospitals and health care systems so that it could tap into their larger payor networks. Defendants heralded the JVs as financially beneficial to Adeptus, as they would purportedly provide significant financial upside with relatively low out-of-pocket capital. In reality, however, Adeptus fronted all costs (including operating losses) for these JVs until they became profitable. As new management later admitted, this contributed to Adeptus’s liquidity issues and was not a position that Adpetus should have been in.

At the same time, Adeptus’s business was facing deteriorating patient volumes, increasing short and declined payments, and an inability to collect on its outstanding bills. Instead of reporting the truth to investors—which would have ended their scheme to cash out of the Company—Defendants misled investors regarding Adeptus’s financial condition through misstatements concerning: (i) the economics of Adeptus’s JVs; (ii) the purported high acuity levels of its patients (which was a key indicator that signaled to investors that Adeptus’s receivables were likewise high quality); and (iii) the poor state of its internal controls and financial reporting of revenues and bad debt. In addition, to further conceal the Company’s troubled financial condition from investors, Defendants implemented price hikes that were in excess of industry-standard “egregious” levels. While Defendants knew that the price hikes were unsustainable and were only implemented as a stop-gap effort to conceal revenue short falls and liquidity issues, Defendants falsely assured investors that Adeptus’s prices were “in market” and were a sign of the Company’s strong overall financial position.

While misleading investors, Sterling and the Executive Defendants pocketed nearly $700 million by cashing out their Adeptus shares through Adeptus’s IPO and secondary offerings while trading in possession of material nonpublic information. Specifically, Sterling sold 78% of its shares for $606 million, Hall sold 71% of his shares for $48 million, and Fielding and Cherrington sold 66% and 69% of their shares for over $18 million.

Defendants’ fraud gradually came to light beginning in November 2015 when a news report exposed Adeptus’s overbilling and high volumes of lower-acuity patients. On July 28 and September 7, 2016, respectively, Defendants Fielding and Hall abruptly resigned. By November 2016, Adeptus revealed it had been funding all JV working capital costs and operating losses, and was experiencing “collection


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issues”—all of which caused a liquidity crisis. In March 2017, Adeptus disclosed material weaknesses in its internal controls and took over $220 million in charges for goodwill impairment and uncollectible receivables. One month later, in April 2017, Adeptus filed for bankruptcy.

Case: In re Tesla Motors, Inc. Stockholder Litigation Client: Arkansas Teacher Retirement System Resolution: Case is ongoing; mediation scheduled for October 3, 2019. About the Case: This lawsuit challenges Tesla’s acquisition of SolarCity in the Court of Chancery of the State of Delaware. Vice Chancellor Slights designated ATRS, along with five other institutional plaintiffs, co-lead plaintiffs on October 10, 2016. On March 28, 2018, V.C. Slights denied defendants’ motion to dismiss the amended complaint (filed in 2017). Most recently, on April 18, 2019, upon stipulation of the parties, the Court granted class certification in the action. Having concluded fact discovery in late August 2019, the parties are currently in the process of exchanging expert reports and taking expert depositions. On August 26, 2019, both Plaintiffs and Defendants filed competing motions for summary judgment. Defendants’ motion seeks the dismissal of the entire action based on what they contend was a fully-informed shareholder vote approving the acquisition. Plaintiffs’ motion seeks an order (1) requiring Defendants to prove the entire fairness of the transaction at trial because of the significant conflicts of interest affecting a majority of directors who approved the acquisition, and (2) finding that several material facts concerning the acquisition and the process through which it was negotiated were not disclosed to shareholders prior to the vote. Briefing on these motions will continue through October 16, 2019; and the Court will hear the motions on November 4, 2019. Trial (scheduled for March 16, 2020) will proceed only if the Court denies Defendants’ motion for summary judgment.

Case: In re Arkansas Teacher Retirement System v. Alon USA Energy, Inc., et al., Case No. 2017-0453-AGB Client: Arkansas Teacher Retirement System Resolution: Case is ongoing. About the Case: The case challenges Alon USA Energy’s acquisition by Delek USA Holdings. Amended and Supplemented Verified Class Action Complaint filed on May 8, 2018. Motions to dismiss were heard on March 27, 2019, and the Court issued an Opinion on June 28, 2019, denying the motions to dismiss. Counsel is preparing discovery requests to be served shortly, and document discovery is anticipated to continue for the next several months, with depositions likely in the first half of 2020. We have also reengaged with our financial expert for assistance in crafting discovery requests. There is no overall case schedule yet, but the earliest trial date for this case is likely sometime in 2021.

Case: In re Longo v. OSI Systems, Inc. et. al. Case 2:17-cv-08841-VAP-SK (C.D. Cal.) Client: Arkansas Teacher Retirement System Resolution: Case is ongoing. Plaintiffs’ opposition to Defendants’ motion to dismiss due September 13, 2019; Hearing on the motion set for October 28, 2019; Discovery stayed pursuant to PSLRA. About the Case: ATRS was appointed lead plaintiff by the Court on March 1, 2018. OSI manufactures and sells electronic scanning systems, including X-ray security and inspection systems. In 2013, following multiple scandals involving contracts with the U.S. Government, OSI shifted investor focus to a new business model called “turnkey security screening solutions” that it claimed would “transform the Company.” Prior to the Class Period (August 21, 2013-February 1, 2018), however, OSI had only booked two turnkey contracts in its history (with the governments of Mexico and Puerto Rico), and had not announced a new turnkey deal since 2012. On August 21, 2013, OSI announced a new long-term turnkey contract with the government of Albania for $150 million to $250 million over 10 years. During the Class Period, Defendants repeatedly touted the Albanian contract as proof of the viability and success of the new turnkey business model. Defendants also represented that OSI had 100% ownership of the Albanian contract and 100% market share of all three turnkey contracts in the world. Unbeknownst to investors, however, the Albanian contract was subject to a corrupt arrangement under which OSI had secretly transferred 49% of the Albanian contract entity and lucrative “profit sharing” rights to an undisclosed partner for only $4.50. Defendants also failed to disclose that the Albanian partner was owned by an unknown dentist with ties to the outgoing Albanian government that approved the transfer shortly before leaving office. The corrupt arrangement was eventually uncovered by a short-seller, Muddy Waters Research, in a public report issued on December 6, 2017, which caused a nearly 30% drop in OSI’s stock price and a 15% decline in its bonds. Following the report, the Company issued a press release admitting the partnership and profit-sharing arrangement, but denying any illegal conduct. On February 1, 2018, OSI announced that it was the target of investigations by both the SEC and DOJ regarding its compliance with the FCPA, as well as insider trading, which was followed by another 18% drop in OSI’s stock price and 6% decline in bonds. In June 2019, the SEC and DOJ dropped their FCPA investigations of the Company.


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Case: In re Policemen's Annuity and Benefit Fund of the City of Chicago v. Bank of America, NA, et al. Clients: Arkansas Teacher Retirement System; Arkansas Public Employees Retirement System Resolution: $69 million settlement; final approval granted by the Court on March 12, 2015. About the Case: Arkansas Teacher Retirement System and Arkansas Public Employees Retirement System joined the case against Bank of America, NA and U.S. Bank, NA in the plaintiffs’ third consolidated amended complaint in November 2013. As the Trustees for several trusts holding Mortgage-Backed Securities (“MBS”), the defendants owed the MBS investors certain contractual duties, as well as duties imposed by the federal Trust Indenture Act of 1939. The plaintiffs alleged that the defendants regularly disregarded their contractual and statutory duties by failing to ensure that mortgage loans with incomplete or defective files, or those that breached the sellers’ representations and warranties, were substituted or repurchased from the trusts at issue. On January 17, 2014, plaintiffs filed a motion to certify the complaint on a class basis. On March 11, 2014, defendant, U.S. Bank, NA, filed a motion for partial summary judgment. On March 17, 2014, defendants filed briefs in opposition to the plaintiffs’ motion to certify the class. On May 5, 2014, U.S. Bank, NA’s motion for partial summary judgment was granted. Plaintiffs immediately filed a motion for reconsideration; however, the parties in the case reached a settlement, in principle, during the briefing for reconsideration on partial summary judgment and class certification and filed an unopposed motion for settlement on November 7, 2014.

Case: Baker v. SeaWorld Entertainment, Inc., et al., Case No. 3:14-cv-02129-MMA-AGS (S.D. Cal.) Client: Arkansas Public Employees Retirement System Resolution: Case ongoing; motion for summary judgment pending; oral argument on motion set for October 11, 2019. About the Case: Arkansas Public Employees Retirement System (“APERS”) was appointed co-lead plaintiff, and Kessler Topaz was appointed co-lead counsel, on behalf of a class all persons and entities who purchased SeaWorld Entertainment, Inc. (“SeaWorld”) common stock between August 29, 2013 and August 12, 2014 and were harmed as a result of false and misleading representations to the market by SeaWorld and certain of its senior executives. The complaint alleges the defendants made repeated misrepresentations to investors concerning the impact of the film ‘Blackfish’ on SeaWorld’s business after the documentary’s release in 2013, causing SeaWorld’s stock price to be artificially inflated. When the truth about the film’s impact on the business was revealed, SeaWorld’s stock price lost one-third of its value in a single day, damaging investors. Plaintiffs alleged that the defendants’ conduct violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as Exchange Act Rule 10b-5 promulgated by the SEC under the Securities Exchange Act. The class was certified, and APERS was appointed Co-Class Representative, by the Court in November 2017.

E. Briefly summarize the scope and size of the largest settlement or award obtained in your lawfirm's capacity as sole lead counsel for a public pension plan.

Case: In re Ocwen Financial Corporation Securities Litigation, No.14-cv-81057 (S.D. Fla.) Client: Sjunde AP-Fonden Resolution: $56 million settlement reached on July 19, 2017; final approval granted April 5, 2019. About the Case: Plaintiffs alleged that throughout the Class Period, defendants made false and/or misleading statements and failed to disclose a multitude of material information regarding the Company's improper business and operational practices including, among other things, the fact that Ocwen's mortgage servicing practices violated applicable regulations and laws; that the Company's executives allowed related company Altisource Portfolio Solutions, S.A. ("Altisource") - a company of which Defendant William C. Erbey, Ocwen's Chairman of the Board, owns approximately 27% of its shares outstanding - to impose wholly unreasonable rates for services provided to Ocwen; and that defendant William C. Erbey, along with other directors and officers, were directly involved in approving Ocwen's conflicted transactions with Altisource. In addition, the Company's financial results were artificially inflated during the Class Period, resulting in a restatement of the Company's financial results.

Accordingly, defendants were alleged to have issued materially false and misleading statements and omitted material information from Ocwen's public disclosures, which failed to disclose, among other things, that: (i) Altisource was charging exorbitant fees to Ocwen to enable defendants to funnel as much as $65 million in questionable fees; (ii) despite public representations to the contrary, defendant Erbey was personally involved in approving conflicted transactions with Altisource and other related entities which he controlled; (iii) the Company failed to comply with applicable laws and regulations, including lending regulations designed to protect homeowners; (iv) the Company's financial statements during the Class Period were artificially inflated and did not provide a fair presentation of the Company's finances and operations; (v) the Company lacked adequate internal and financial controls; and (vi) as a result of the above, the Company's financial statements were materially false and misleading at all relevant times.

5 points


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F. Provide a resume, biographical sketch, and curriculum vitae for at least ten (10) attorneysemployed by your law firm whose focus is in securities litigation and experience. Includeeach partner, junior partner, and/or associate anticipated to interact with ATRS andrepresent ATRS through litigation, mediation, and public appearances. Include eachattorney’s education, experience, and other relevant activities as applicable to theQualifications under this RFQ.

Below please find the identity and biographical information of the Firm attorneys (broken down by specialization to provide ATRS with an expectation of who it would interact with in evaluating a case, and proceeding with either a securities class action, derivative or takeover action, or a direct action/opt-out/non-U.S. case) that will continue to serve ATRS. The Firm has put forward 18 attorneys, including 13 partners, 4 associates and 1 counsel, to serve ATRS. Each of the associates proposed to serve ATRS have at least 5 years of professional experience in the portfolio monitoring and securities litigation field, having analyzed laws and provided advice on issues relevant to the purpose of this RFQ in their respective subject matter focus areas. The partners provided below each have at least 10 years of experience providing global portfolio monitoring services and prosecuting shareholder litigation claims. (Please note: this is the same staffing structure the Firm employs for other prominent U.S. public plans and the Firm is confident we will be able to continue working effectively to provide all global securities monitoring, case evaluation services and shareholder litigation representation to ATRS).

Case Evaluation/Lead Plaintiff

DARREN J. CHECK, a partner of the Firm, concentrates his practice in the area of shareholder litigation and client relations. Mr. Check manages the Firm’s Portfolio Monitoring Department and works closely with the Firm’s Case Evaluation Department. Mr. Check received his law degree from Temple University School of Law and is a graduate of Franklin & Marshall College. Mr. Check is licensed to practice in Pennsylvania, New Jersey and New York. Mr. Check joined the Firm in 2001.

Currently, Mr. Check consults with institutional investors from around the world with regard to their investment rights and responsibilities. He currently works with clients in the United States, Canada, the Netherlands, Sweden, Denmark, Norway, Finland, United Kingdom, Italy, Germany, Austria, Switzerland, France, and Australia.

Mr. Check assists Firm clients in evaluating and analyzing opportunities to take an active role in shareholder litigation, arbitration, and other loss recovery methods. This includes U.S. based litigation and arbitration, as well as an increasing number of cases from jurisdictions around the globe. With an increasingly complex investment and legal landscape, Mr. Check has experience advising on traditional class actions, direct actions, non-U.S. opt-in actions, fiduciary actions, and arbitrations to name a few. Mr. Check is frequently called upon by his clients to help ensure they are taking an active role when their involvement can make a difference, and that they are not leaving money on the table.

Mr. Check regularly speaks on the subjects of shareholder litigation, corporate governance, investor activism, and recovery of investment losses at conferences around the world.

Mr. Check has also been actively involved in the precedent setting Shell settlement in the Netherlands, direct actions against BP, Vivendi, and Merck, and securities class actions against Bank of America, Lehman Brothers, Royal Bank of Scotland (U.K.), and Hewlett-Packard. Currently Mr. Check represents investors in numerous high profile actions in the United States, the Netherlands, Canada, France, Japan, and the United Kingdom. Mr. Check has been with the Firm for 18 years.

Case Evaluation/Lead Plaintiff Darren J. Check (Lead Partner) Sean M. Handler (Partner) Naumon A. Amjed (Partner) Jonathan R. Davidson (Partner) Ryan T. Degnan (Partner) Melissa Troutner (Partner)

Shareholder Derivative/Takeover Actions Lee D. Rudy (Lead Partner) Robin Winchester (Partner) Justin O. Reliford (Partner) Stacey A. Greenspan (Associate)

Securities Class Actions David Kessler (Lead Partner) Sharan Nirmul (Partner) Jennifer Joost (Partner) Joshua A. Materese (Associate) Margaret E. Mazzeo (Associate)

Direct Actions/Opt-Outs/Non-U.S. Cases Stuart L. Berman (Lead Partner) Michelle M. Newcomer (Counsel) Joshua A. Materese (Associate) Emily N. Christiansen (Associate)

5 points


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SEAN M. HANDLER, a partner of the Firm and member of Kessler Topaz’s Management Committee, currently concentrates his practice on all aspects of new matter development for the Firm including securities, consumer and intellectual property. Mr. Handler earned his Juris Doctor, cum laude, from Temple University School of Law, and received his Bachelor of Arts degree from Colby College, graduating with distinction in American Studies. Mr. Handler is licensed to practice in Pennsylvania, New Jersey and New York. Mr. Handler joined the Firm in 2002.

As part of his responsibilities, Mr. Handler also oversees the lead plaintiff appointment process in securities class actions for the Firm’s clients. In this role, Mr. Handler has achieved numerous noteworthy appointments for clients in reported decisions including Foley v. Transocean, 272 F.R.D. 126 (S.D.N.Y. 2011); In re Bank of America Corp. Sec., Derivative & Employment Ret. Income Sec. Act (ERISA) Litig., 258 F.R.D. 260 (S.D.N.Y. 2009) and Tanne v. Autobytel, Inc., 226 F.R.D. 659 (C.D. Cal. 2005) and has argued before federal courts throughout the country, including the United States Court of Appeals for the Ninth Circuit.

Mr. Handler was also one of the principal attorneys in In re Brocade Securities Litigation (N.D. Cal. 2008), where the team achieved a $160 million settlement on behalf of the class and two public pension fund class representatives. This settlement is believed to be one of the largest settlements in a securities fraud case in terms of the ratio of settlement amount to actual investor damages.

Mr. Handler also lectures and serves on discussion panels concerning securities litigation matters, most recently appearing at American Conference Institute's National Summit on the Future of Fiduciary Responsibility and Institutional Investor’s The Rights & Responsibilities of Institutional Investors. Mr. Handler has been with the Firm for 17 years.

NAUMON A. AMJED, a partner of the Firm, concentrates his practice on new matter development with a focus on analyzing securities class action lawsuits, direct (or opt- out) actions, non-U.S. securities and shareholder litigation, SEC whistleblower actions, breach of fiduciary duty cases, antitrust matters, data breach actions and oil and gas litigation. Mr. Amjed is a graduate of the Villanova University School of Law, cum laude, and holds an undergraduate degree in business administration from Temple University, cum laude. Mr. Amjed is a member of the Delaware State Bar, the Bar of the Commonwealth of Pennsylvania and is admitted to practice before the United States Courts for the District of Delaware and the Eastern District of Pennsylvania. Mr. Amjed joined the Firm in 2008.

As a member of the Firm’s lead plaintiff practice group, Mr. Amjed has represented clients serving as lead plaintiffs in several notable securities class action lawsuits including: In re Bank of America Corp. Securities, Derivative, and Employee Retirement Income Security Act (ERISA) Litig., No. 09-MDL-2058 (PKC) (S.D.N.Y.) ($2.425 billion recovery); In re Wachovia Preferred Securities and Bond/Notes Litigation, No. 09-cv-6351 (RJS) (S.D.N.Y.) ($627 million recovery); In re Lehman Bros. Equity/Debt Securities Litigation, No. 08-cv-5523 (LAK) (S.D.N.Y.) ($615 million recovery) and In re JPMorgan Chase & Co. Securities Litigation, No. 12- 3852--GBD (“London Whale Litigation”) ($150 million recovery).

Additionally, Mr. Amjed served on the national Executive Committee representing financial institutions suffering losses from Target Corporation’s 2013 data breach – one of the largest data breaches in history. The Target litigation team was responsible for a landmark data breach opinion that substantially denied Target’s motion to dismiss and was also responsible for obtaining certification of a class of financial institutions. See In re Target Corp. Customer Data Sec. Breach Litig., 64 F. Supp. 3d 1304 (D. Minn. 2014); In re Target Corp. Customer Data Sec. Breach Litig., No. MDL 14-2522 PAM/JJK, 2015 WL 5432115 (D. Minn. Sept. 15, 2015). At the time of its issuance, the class certification order in Target was the first of its kind in data breach litigation by financial institutions.

Mr. Amjed also has significant experience conducting complex litigation in state and federal courts including federal securities class actions, shareholder derivative actions, suits by third-party insurers and other actions concerning corporate and alternative business entity disputes. Mr. Amjed has litigated in numerous state and federal courts across the country, including the Delaware Court of Chancery, and has represented shareholders in several high profile lawsuits, including: LAMPERS v. CBOT Holdings, Inc. et al., C.A. No. 2803-VCN (Del. Ch.); In re Alstom SA Sec. Litig., 454 F. Supp. 2d 187 (S.D.N.Y. 2006); In re Global Crossing Sec. Litig., 02— Civ. — 910 (S.D.N.Y.); In re Enron Corp. Sec. Litig., 465 F. Supp. 2d 687 (S.D. Tex. 2006); and In re Marsh McLennan Cos., Inc. Sec. Litig. 501 F. Supp. 2d 452 (S.D.N.Y. 2006). Mr. Amjed has been with the Firm for 11 years.

JONATHAN R. DAVIDSON, a partner of the Firm, concentrates his practice in the area of shareholder litigation. Mr. Davidson currently consults with institutional investors from around the world, including public pension funds at the state, county and municipal level, as well as Taft- Hartley funds across all trades, with regard to their investment rights and responsibilities. Mr. Davidson received his Juris Doctor and Dispute Resolution Certificate from Pepperdine University School of Law and earned his Bachelor of


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Arts, summa cum laude (Political Communication) from The George Washington University. Mr. Davidson is licensed to practice law in Pennsylvania and California.

Mr. Davidson assists Firm clients in evaluating and analyzing opportunities to take an active role in shareholder litigation. With an increasingly complex shareholder litigation landscape that includes traditional securities class actions, shareholder derivative actions and takeover actions, non-U.S. opt-in actions, and fiduciary actions to name a few, Mr. Davidson is frequently called upon by his clients to help ensure they are taking an active role when their involvement can make a difference, and to ensure they are not leaving money on the table. Mr. Davidson is a frequent lecturer on shareholder litigation, corporate governance, fiduciary issues facing institutional investors, investor activism and the recovery of investment losses -- speaking on these subjects at conferences around the world each year, including the National Conference on Public Employee Retirement Systems’ Annual Conference & Exhibition, the International Foundation of Employee Benefit Plans Annual Conference, the California Association of Public Retirement Systems Administrators Roundtable, the Florida Public Pension Trustees Association Trustee Schools and Wall Street Program, the Pennsylvania Association of Public Employees Retirement Systems Spring Forum; the Fiduciary Investors Symposium, The Evolving Fiduciary Obligations of Pension Plans, and numerous U.S. Markets’ Institutional Investor Forums. Mr. Davidson is also a member of numerous professional and educational organizations, including the National Association of Public Pension Attorneys.

Mr. Davidson has been involved in the following successfully concluded shareholder litigation matters: In re MGM Mirage Securities Litigation, Case No. 2:09-cv-01558- GMN-VCF (D. Nev.) ($75 million settlement); In re Weatherford International Securities Litigation, No. 11-1646 (S.D.N.Y.) ($52.5 million settlement); City of Daytona Beach Police and Fire Pension Fund v. ExamWorks Group, Inc., et al., C.A. No. 12481- VCL (Del. Ch. Sept. 12, 2017) ($86.5 million settlement relating to the acquisition of ExamWorks Group, Inc. by private equity firm Leonard Green & Partners, LP. (one of the largest class action recoveries in the history of the Delaware Court of Chancery)); Bucks County Employees Retirement Fund vs. Hillshire Brands Co, No. 24-C- 14-003492 (Md. Cir. Ct.) (Alternative deal struck paying a 71% premium to stockholders); and City of Sunrise Firefighters’ Retirement Fund v. Schaeffer, No. 8703 (Del. Ch. Ct.) (Invalid bylaws repealed; board disclosed that it unlawfully adopted the bylaws). Mr. Davidson has been with the Firm for 10 years.

RYAN T. DEGNAN, a partner of the Firm, concentrates his practice on new matter development with a specific focus on analyzing securities class action lawsuits, antitrust actions, and complex consumer actions. Mr. Degnan received his law degree from Temple University Beasley School of Law, where he was a Notes and Comments Editor for the Temple Journal of Science, Technology & Environmental Law, and earned his undergraduate degree in Biology from The Johns Hopkins University. While a law student, Mr. Degnan served as a Judicial Intern to the Honorable Gene E.K. Pratter of the United States District Court for the Eastern District of Pennsylvania. Mr. Degnan is licensed to practice in Pennsylvania and New Jersey.

As a member of the Firm’s lead plaintiff litigation practice group, Mr. Degnan has helped secure the Firm’s clients’ appointments as lead plaintiffs in: In re HP Sec. Litig., No. 12- cv-5090, 2013 WL 792642 (N.D. Cal. Mar. 4, 2013); In re JPMorgan Chase & Co. Sec. Litig., No. 12-cv-03852 (S.D.N.Y.); Freedman v. St. Jude Medical, Inc., et al., No. 12- cv-3070 (D. Minn.); United Union of Roofers, Waterproofers &Allied Workers Local Union No. 8 v. Ocwen Fin. Corp., No. 14 Civ. 81507 (WPD), 2014 WL 7236985(S.D. Fla. Nov. 7, 2014); Louisiana Municipal Police Employees’ Ret. Sys. v. Green Mountain CoffeeRoasters, Inc., et al., No. 11-cv-289, 2012 U.S. Dist. LEXIS 89192 (D. Vt. Apr. 27, 2012); and In reLongtop Fin. Techs. Ltd. Sec. Litig., No. 11-cv-3658, 2011 U.S. Dist. LEXIS 112970 (S.D.N.Y. Oct. 4,2011). Additional representative matters include: In re Bank of New York Mellon Corp. Foreign ExchangeTransactions Litig., No. 12-md-02335 (S.D.N.Y.) ($335 million settlement); and Policemen’s Annuity andBenefit Fund of the City of Chicago, et al. v. Bank of America, NA, et al., No. 12- cv-02865 (S.D.N.Y.)($69million settlement). Mr. Degnan has been with the Firm for 10 years.

MELISSA L. TROUTNER, a partner of the Firm, concentrates her practice on new matter development with a specific focus on analyzing securities class action lawsuits, antitrust actions, and complex consumer actions. Ms. Troutner is also a member of the Firm’s lead plaintiff litigation practice group. Ms. Troutner received her law degree, Order of the Coif, cum laude, from the University of Pennsylvania Law School in 2002 and her Bachelor of Arts, Phi Beta Kappa, magna cum laude, from Syracuse University in 1999. Ms. Troutner is licensed to practice law in Pennsylvania, New York and Delaware. Ms. Troutner joined the Firm in 2014.

Prior to joining Kessler Topaz, Ms. Troutner practiced as a litigator with several large defense firms, focusing on complex commercial, products liability and patent litigation, and clerked for the Honorable Stanley S. Brotman, United States District Judge for the District of New Jersey.


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Securities Class Actions

DAVID KESSLER, a partner of the Firm, manages the Firm’s internationally recognized securities department. Mr. Kessler graduated with distinction from the Emory School of Law, after receiving his undergraduate B.S.B.A. degree from American University. Mr. Kessler is licensed to practice law in Pennsylvania, New Jersey and New York, and has been admitted to practice before numerous United States District Courts. Prior to practicing law, Mr. Kessler was a Certified Public Accountant in Pennsylvania.

Mr. Kessler has achieved or assisted in obtaining Court approval for the following outstanding results in federal securities class action cases: In re Bank of America Corp. Securities, Derivative, and Employee Retirement Income Security Act (ERISA) Litigation, Master File No. 09 MDL 2058 ($2.425 billion settlement); In re Tyco International, Ltd. Sec. Lit., No. 02-1335-B (D.N.H. 2002) ($3.2 billion settlement); In re Wachovia Preferred Securities and Bond/Notes Litigation, Master File No. 09 Civ. 6351 (RJS) ($627 million settlement); In re: Lehman Brothers Securities and ERISA Litigation, Master File No. 09 MD 2017 (LAK) ($516,218,000 settlement); In re Satyam Computer Services Ltd. Sec. Litig., Master File No. 09 MD 02027 (BSJ) ($150.5 million settlement); In re Tenet Healthcare Corp. Sec. Litig., No. CV-02-8462-RSWL (Rx) (C.D. Cal. 2002) ($280 million settlement); In re Initial Public Offering Sec. Litig., Master File No. 21 MC 92(SAS) ($586 million settlement).

In addition, Mr. Kessler often lectures and writes on securities litigation related topics and has been recognized as “Litigator of the Week” by the American Lawyer magazine for his work in connection with the Lehman Brothers securities litigation matter in December of 2011 and was honored by Benchmark as one of the preeminent plaintiffs practitioners in securities litigation throughout the country. Most recently Mr. Kessler co- authored The FindWhat.com Case: Acknowledging Policy Considerations When Deciding Issues of Causation in Securities Class Actions published in Securities Litigation Report. Mr. Kessler has been with the Firm for 23 years.

SHARAN NIRMUL, a partner of the Firm, concentrates his practice in the area of securities, consumer and fiduciary class litigation, principally representing the interests of plaintiffs in class action and complex commercial litigation. Mr. Nirmul has represented clients in federal and state courts and in alternative dispute resolution forums. Mr. Nirmul received his law degree from The George Washington University Law School (J.D. 2001) where he served as an articles editor for the Environmental Lawyer Journal and was a member of the Moot Court Board. He was awarded the school’s Lewis Memorial Award for excellence in clinical practice. He received his undergraduate degree from Cornell University (B.S. 1996). Mr. Nirmul is admitted to practice law in the state courts of New York, New Jersey, Pennsylvania and Delaware, and in the U.S. District Courts for the Southern District of New York, District of New Jersey, District of Delaware, and District of Colorado.

Mr. Nirmul has represented institutional investors in a number of notable securities class action cases. These include In re Bank of America Securities Litigation, a case which represents the sixth largest recovery for shareholders under the federal securities laws ($2.43 billion settlement) and which included significant corporate governance enhancements at Bank of America; In re Global Crossing Securities Litigation (recovery of over $450 million); In re Delphi Securities Litigation ($284 million settlement with Delphi, its former officers and directors and underwriters, and a separate $38.25 million settlement with the auditors); and Satyam Computer Services Securities Litigation, ($150.5 million settlement).

Mr. Nirmul has also been at the forefront of litigation on behalf of investors who suffered losses through fraud, breach of fiduciary and breach of contract by their custodians and investment fiduciaries. In a matter before the American Arbitration Association, Mr. Nirmul represented a publicly traded reinsurance company in a breach of contract and breach of fiduciary suit against its former controlling shareholder and fiduciary investment manager, arising out of its participation and losses through a securities lending program and securing a $70 million recovery. Mr. Nirmul is also presently litigating breach of contract and Trust Indenture Act claims against the trustees of mortgage backed securities issued by Washington Mutual (Washington State Investments Board et al v. Bank of America National Association et al) on behalf of several state public pension funds. In connection with a scheme to manipulate foreign exchange rates assigned to its custodial clients, Mr. Nirmul is a member of the team litigating a consumer class action asserting contractual and fiduciary duty claims against BNY Mellon in the Southern District of New York (In re BNY Mellon Forex Litigation).

Mr. Nirmul regularly speaks on matters affecting institutional investors at conferences and symposiums. He has been a speaker and/or panelist at the annual Rights and Responsibilities of Institutional Investors in Amsterdam, The Netherlands and annual Evolving Fiduciary Obligations of Pension Plans in Washington, D.C. Mr. Nirmul has been with the Firm for 11 years.


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JENNIFER L. JOOST, a partner of the Firm, concentrates her practice in the area of securities litigation. Ms. Joost began her legal career at the Firm in May of 2005, working first as a summer associate and a law clerk during her final year of law school, before starting as a full-time associate in August of 2006.

Ms. Joost has represented individual and institutional investors in a variety of securities class actions in which the Firm has served as Lead or Co-Lead Counsel, including some of the largest federal securities class actions to arise out of the recent financial crisis. Ms. Joost has been involved in all aspects of pre-trial proceedings, including drafting pleadings, litigating motions to dismiss and for summary judgment, conducting extensive document and deposition discovery, with a focus on navigating complex electronic discovery issues that oftentimes arise in large-scale, multi-year securities class actions. Ms. Joost also has presented oral argument in opposition to several motions to dismiss and has been actively involved in several appeals. In her practice, Ms. Joost works with many types of investors, including individuals and pension funds, utilizing the remedies afforded by the Securities Act of 1933 and the Securities Exchange Act of 1934, among others, on their behalf to recover losses and promote corporate accountability. Ms. Joost has been with the Firm for 13 years.

JOSHUA A. MATERESE, an associate of the Firm, concentrates his practices at Kessler Topaz in the areas of securities fraud litigation and consumer protection. In these roles, Mr. Materese works with individuals and many types of institutional investors, including pension funds, mutual fund managers, insurance companies, asset managers and hedge funds. His experience includes traditional class actions, direct actions, fiduciary actions and mediations. Mr. Materese received his Juris Doctor from Temple University Beasley School of Law in 2012, graduating with honors. He received his undergraduate degree from the Syracuse University Newhouse School of Communications. Mr. Materese is licensed to practice in Pennsylvania and admitted to practice before the United States Courts of Appeals for the Second and Third Circuits, and the United States District Courts for the Eastern District of Pennsylvania and the District of Colorado.

Mr. Materese has served as a member of the litigation teams responsible for prosecuting a number of the firm’s significant securities cases in federal courts throughout the United States. Currently, he serves as a member of the team prosecuting In re JPMorgan Chase & Co. Securities Litigation, a securities fraud class action arising out of misrepresentations and omissions concerning JPMorgan’s Chief Investment Office, the company’s risk management systems, and the trading activities of the so-called “London Whale,” which led to more than $6 billion in losses due to massive proprietary bets placed on exotic credit derivatives. Josh has also litigated numerous cases alleging claims against mortgage lenders and insurers on behalf of classes of consumers and borrowers. Mr. Materese also has significant experience litigating in the appellate forum. While at Kessler Topaz, he has played a significant role in the briefing and management of several complex appeals before the United States Court of Appeal for the Second and Third Circuits. Mr. Materese has been with the Firm for 7 years.

MARGARET E. MAZZEO, an associate of the Firm, focuses her practice on securities litigation. Ms. Mazzeo received her law degree, cum laude, from Temple University Beasley School of Law, where she was a Beasley Scholar and a staff editor for the Temple Journal of Science, Technology, and Environmental Law. Ms. Mazzeo graduated with honors from Franklin and Marshall College. She is licensed to practice in Pennsylvania and New Jersey.

Ms. Mazzeo has been involved in several nationwide securities cases on behalf of investors, including In re Lehman Brothers Sec. & ERISA Litig. No. 09 MD 2017 (S.D.N.Y.) (settled - $616 million, combined); and Luther, et al. v. Countrywide Fin. Corp., No. 2:12-cv-05125 (C.D. Cal.) (Settled - $500 million, combined). Ms. Mazzeo also was a member of the trial team who won a jury verdict in favor of investors in the In re Longtop Financial Technologies Ltd. Securities Litigation, No. 11-cv-3658 (S.D.N.Y.) action. Ms. Mazzeo has been with the Firm for 9 years.

Shareholder Derivative/Takeover Actions

LEE D. RUDY, a partner of the Firm, manages the Firm’s mergers and acquisition and shareholder derivative litigation. Mr. Rudy received his law degree from Fordham University, and his undergraduate degree, cum laude, from the University of Pennsylvania. Mr. Rudy is licensed to practice in Pennsylvania and New York.

Representing both institutional and individual shareholders in these actions, he has helped cause significant monetary and corporate governance improvements for those companies and their shareholders. Mr. Rudy also co-chairs the Firm’s qui tam and whistleblower practices, where he represents clients in actions under the federal and state false claims act statutes, and through the SEC, CFTC and IRS whistleblower programs. Mr. Rudy regularly practices in the Delaware Court of Chancery, where he served as co-lead trial counsel in the landmark case of In re S. Peru Copper Corp. S’holder Derivative Litig., C.A. No. 961-CS, a $2 billion trial verdict against Southern Peru’s majority shareholder.


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He previously served as lead counsel in dozens of high profile derivative actions relating to the “backdating” of stock options. Prior to civil practice, Mr. Rudy served for several years as an Assistant District Attorney in the Manhattan (NY) District Attorney’s Office, and as an Assistant United States Attorney in the US Attorney’s Office (DNJ). Mr. Rudy has been with the Firm for 14 years.

ROBIN WINCHESTER, a partner of the Firm, concentrated her practice in the areas of securities litigation and lead plaintiff litigation, when she joined the Firm. Presently, Ms. Winchester concentrates her practice in the area of shareholder derivative actions. Ms. Winchester earned her Juris Doctor degree from Villanova University School of Law, and received her Bachelor of Science degree in Finance from St. Joseph’s University. Ms. Winchester is licensed to practice law in Pennsylvania and New Jersey.

Prior to joining Kessler Topaz, Ms. Winchester served as a law clerk to the Honorable Robert F. Kelly in the United States District Court for the Eastern District of Pennsylvania. Ms. Winchester has served as lead counsel in numerous high-profile derivative actions relating to the backdating of stock options, including In re Eclipsys Corp. Derivative Litigation, Case No. 07- 80611-Civ-MIDDLEBROOKS (S.D. Fla.); In re Juniper Derivative Actions, Case No. 5:06-cv- 3396-JW (N.D. Cal.); In re McAfee Derivative Litigation, Master File No. 5:06-cv-03484-JF (N.D. Cal.); In re Quest Software, Inc. Derivative Litigation, Consolidated Case No. 06CC00115 (Cal. Super. Ct., Orange County); and In re Sigma Designs, Inc. Derivative Litigation, Master File No. C- 06- 4460-RMW (N.D. Cal.). Settlements of these, and similar, actions have resulted in significant monetary returns and corporate governance improvements for those companies, which, in turn, greatly benefits their public shareholders. Ms. Winchester has been with the Firm for 16 years.

JUSTIN O. RELIFORD, a partner of the Firm, concentrates his practice on mergers and acquisition litigation and shareholder derivative litigation. Mr. Reliford graduated from the University of Pennsylvania Law School in 2007 and received his B.A. from Williams College in 2003, majoring in Psychology with a concentration in Leadership Studies. Mr. Reliford is a member of the Pennsylvania and New Jersey bars, and he is admitted to practice in the Third Circuit Court of Appeals, the Eastern District of Pennsylvania, and the District of New Jersey. Mr. Reliford joined the Firm in 2011.

Mr. Reliford has extensive experience representing clients in connection with nationwide class and collective actions. Most notably, Mr. Reliford, was part of the trial team In re Dole Food Co., Inc. Stockholder Litig., C.A. No. 8703-VCL that won a trial verdict in favor of Dole stockholders for $148 million. He also litigated In re GFI Group, Inc. Stockholder Litig. Consol. C.A. No. 10136- VCL (Del. Ch.) ($10.75 million cash settlement); In re Globe Specialty Metals, Inc. Stockholders Litig., Consol. C.A. No. 10865-VCG (Del. Ch.) ($32.5 million settlement); and In re Harleysville Mutual (CCP, Phila. Cnty. 2012) (an expedited merger litigation case challenging Harleysville’s agreement to sell the company to Nationwide Insurance Company, which lead to a $26 million cash payment to policyholders).

Mr. Reliford Prior to joining the Firm, Mr. Reliford was an associate in the labor and employment practice group of Morgan Lewis & Bockius, LLP. There, Mr. Reliford concentrated his practice on employee benefits, fiduciary, and workplace discrimination litigation. Mr. Reliford has been with the Firm for 8 years and has 11 years of litigation experience.

STACEY A. GREENSPAN, an associate of the Firm, concentrates her practice in the areas of merger and acquisition litigation and shareholder derivative actions. Ms. Greenspan received her law degree from Temple University in 2007 and her undergraduate degree from the University of Michigan in 2001, with honors. Ms. Greenspan is licensed to practice in Pennsylvania.

Prior to joining Kessler Topaz in 2016, Ms. Greenspan served as an Assistant Public Defender in Philadelphia County for almost a decade, litigating hundreds of trials to verdict. At Kessler Topaz, she assisted the Firm in obtaining one of the largest class action recoveries in the history of the Delaware Chancery Court in City of Daytona Beach Police and Fire Pension Fund v. ExamWorks Group, Inc., et al., C.A. No. 12481-VCL (Del. Ch. Sept. 12, 2017) ($86.5 million settlement relating to the acquisition ofExamWorks Group, Inc. by private equity firm Leonard Green & Partners, LP.). Ms. Greenspan has beenwith the Firm for 3 years.

Direct Actions/Opt-Outs/Non-U.S. Cases

STUART L. BERMAN, a partner of the Firm, concentrates his practice on securities class action litigation in federal courts throughout the country, with a particular emphasis on representing institutional investors active in litigation. Mr. Berman received his law degree from George Washington University National Law Center, and is an honors graduate from Brandeis University. Mr. Berman is licensed to practice in Pennsylvania and New Jersey.


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Mr. Berman regularly counsels and educates institutional investors located around the world on emerging legal trends, new case ideas and the rights and obligations of institutional investors as they relate to securities fraud class actions and individual actions. In this respect, Mr. Berman has been instrumental in courts appointing the Firm’s institutional clients as lead plaintiffs in class actions as well as in representing institutions individually in direct actions. Mr. Berman is a frequent speaker on securities issues, especially as they relate to institutional investors, at events such as The European Pension Symposium in Florence, Italy; the Public Funds Symposium in Washington, D.C.; the Pennsylvania Public Employees Retirement (PAPERS) Summit in Harrisburg, Pennsylvania; the New England Pension Summit in Newport, Rhode Island; the Rights and Responsibilities for Institutional Investors in Amsterdam, Netherlands; and the European Investment Roundtable in Barcelona, Spain. Mr. Berman has been with the Firm for 22 years.

MICHELLE M. NEWCOMER, Counsel to the Firm, concentrates her practice in the area of securities litigation. Ms. Newcomer earned her law degree from Villanova University School of Law in 2005, and earned her B.B.A. in Finance and Art History from Loyola University Maryland in 2002. Ms. Newcomer is licensed to practice law in the Commonwealth of Pennsylvania and the State of New Jersey and has been admitted to practice before the United States Supreme Court, the United States Court of Appeals for the Second, Ninth and Tenth Circuits, and the United States District Court for the Districts of New Jersey and Colorado.

Ms. Newcomer has represented shareholders in numerous securities class actions in which the Firm has served as Lead or Co-Lead Counsel, through all aspects of pre-trial proceedings, including complaint drafting, litigating motions to dismiss and for summary judgment, conducting document, deposition and expert discovery, and appeal. Ms. Newcomer also has been involved in the Firm’s securities class action trials, including most recently serving as part of the trial team in the Longtop Financial Technologies securities class action trial that resulted in a jury verdict on liability and damages in favor of investors. Ms. Newcomer began her legal career with the Firm in 2005. Prior to joining the Firm, she was a summer law clerk for the Hon. John T.J. Kelly, Jr. of the Pennsylvania Superior Court.

Ms. Newcomer’s representative cases include: In re Longtop Financial Technologies Ltd. Sec. Litig. No. 11-cv-3658 (SAS) (S.D.N.Y.) – obtained on behalf of investors a jury verdict on liability and damagesagainst the company’s former CFO; In re Lehman Brothers Sec. & ERISA Litig., No. 09 MD 2017 (LAK)(S.D.N.Y.) ($616 million settlement); In re Pfizer, Inc. Sec. Litig., No. 04-9866- LTS (S.D.N.Y.) –represents three of the court-appointed class representatives, and serves as additional counsel for theclass in securities fraud class action based on alleged misrepresentations and omissions concerningcardiovascular risks associated with Celebrex® and Bextra®, which survived Defendants’ motion forsummary judgment; Connecticut Retirement Plans & Trust Funds et al. v. BP p.l.c. et al. (S.D. Tex.) –represents several public pension funds in direct action asserting claims under Section 10(b) and Rule10b-5, for purchases of BP ADRs on the NYSE, and under English law for purchasers of BP ordinaryshares on the London Stock Exchange, which recently survived Defendants’ motion to dismiss; litigationis ongoing. Ms. Newcomer has been with the Firm for 15 years.

JOSHUA A. MATERESE, an associate of the Firm, concentrates his practices at Kessler Topaz in the areas of securities fraud litigation and consumer protection. In these roles, Mr. Materese works with individuals and many types of institutional investors, including pension funds, mutual fund managers, insurance companies, asset managers and hedge funds. His experience includes traditional class actions, direct actions, fiduciary actions and mediations. Mr. Materese received his Juris Doctor from Temple University Beasley School of Law in 2012, graduating with honors. He received his undergraduate degree from the Syracuse University Newhouse School of Communications. Mr. Materese is licensed to practice in Pennsylvania and admitted to practice before the United States Courts of Appeals for the Second and Third Circuits, and the United States District Courts for the Eastern District of Pennsylvania and the District of Colorado.

Mr. Materese has served as a member of the litigation teams responsible for prosecuting a number of the firm’s significant securities cases in federal courts throughout the United States. Currently, he serves as a member of the team prosecuting In re JPMorgan Chase & Co. Securities Litigation, a securities fraud class action arising out of misrepresentations and omissions concerning JPMorgan’s Chief Investment Office, the company’s risk management systems, and the trading activities of the so-called “London Whale,” which led to more than $6 billion in losses due to massive proprietary bets placed on exotic credit derivatives. Josh has also litigated numerous cases alleging claims against mortgage lenders and insurers on behalf of classes of consumers and borrowers. Mr. Materese also has significant experience litigating in the appellate forum. While at Kessler Topaz, he has played a significant role in the briefing and management of several complex appeals before the United States Court of Appeal for the Second and Third Circuits. Mr. Materese has been with the Firm for 7 years.


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EMILY N. CHRISTIANSEN, an associate of the Firm, focuses her practice in securities litigation and international actions, in particular. Ms. Christiansen received her Juris Doctor and Global Law certificate, cum laude, from Lewis and Clark Law School in 2012. Ms. Christiansen is a graduate of the University of Portland, where she received her Bachelor of Arts, cum laude, in Political Science and German Studies. Ms. Christiansen is currently licensed to practice law in New York and Pennsylvania.

While in law school, Ms. Christiansen worked as an intern in Trial Chambers III at the International Criminal Tribunal for the Former Yugoslavia. Ms. Christiansen also spent two months in India as foreign legal trainee with the corporate law firm of Fox Mandal. Ms. Christiansen is a 2007 recipient of a Fulbright Fellowship and is fluent in German.

Ms. Christiansen devotes her time to advising clients on the challenges and benefits of pursuing particular litigation opportunities in jurisdictions outside the U.S. In those non-U.S. actions where Kessler Topaz is actively involved, Emily liaises with local counsel, helps develop case strategy, reviews pleadings, and helps clients understand and successfully navigate the legal process. Her experience includes non-US opt-in actions, international law, and portfolio monitoring and claims administration. In her role, Ms. Christiansen has helped secure recoveries for institutional investors in the litigation in Japan against Olympus Corporation (settled - ¥11 billion) and in the Netherlands against Fortis Bank N.V. (settled - €1.2 billion). Ms. Christiansen has been with the Firm for 6 years.


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G. Subject to the consent of clients as required by applicable ethics rules, provide the namesand phone numbers of representative clients. Identify specifically any pension plans orother major institutional investors, either private or public, to which your law firm rendersor has rendered significant legal services concerning the relevant subject area(s) duringthe past year.If no clients consent, or if your law firm elects not to request such consent, please so stateand describe the representative clients in general terms to support your law firm’squalification and experience to represent ATRS.Kessler Topaz currently works with over 300 institutional investors worldwide, including over 150U.S. public pension fund (21 U.S. state retirement systems included), with asset ranging from $10million to more than $1 trillion.

Below please find a representative listing of Kessler Topaz’s major public sector clients:

AP4 – Fourth Swedish National Pension FundAP7 – Seventh Swedish National Pension FundArizona State Retirement SystemArkansas Public Employees’ Retirement SystemArkansas Teacher Retirement SystemCalSTRS - California State Teachers Retirement SystemColorado Public Employees’ Retirement AssociationCommonwealth of Pennsylvania State Employees’ Retirement SystemConnecticut Retirement Plans & Trust FundsMaine State Retirement SystemMaryland State Retirement & Pension SystemMississippi Public Employees’ Retirement SystemNew York State Common Retirement FundNorth Carolina Retirement SystemsPGGM (Dutch National Pension Fund)State of Alaska Department of Revenue (Treasury Division)State of Michigan Retirement SystemState of New Jersey and its Division of InvestmentState of Ohio Retirement SystemsVirginia Retirement System

Below please find several client references that can speak to our Firm’s qualifications andexperience relevant to this RFQ.

Jacqueline Ray, Special Assistant Attorney General State of Mississippi, Office of the Attorney General 550 High Street, Suite 1200 Jackson, MS 39201 Telephone: (601) 359-3680 Email: [email protected]

Brian Goodman, Legal Affairs and Compliance Coordinator Virginia Retirement System 1200 East Main Street Richmond, VA 23219 Telephone: (804) 344-3140 Email:[email protected]

Greg Schochenmaier, General Counsel Iowa Public Employees Retirement System 7401 Register Drive Des Moines, IA 50321 Telephone: (515) 281-0054 Email: [email protected]

Richard Grottheim, Executive Director Sjunde AP-Fonden (AP7) PO Box 100 Stockholm, SE-10121 Sweden Telephone: +1 (46) 84 1226 80 Email: [email protected]

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mailto:[email protected]



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H. Describe your law firm's proven in-house U.S. and international bankruptcy knowledge andexpertise in ERISA, Internal Revenue Code, fiduciary responsibilities relating to qualifiedgovernmental plans.

Kessler Topaz has a great deal of experience dealing with defendants that have already filed, or may file, for bankruptcy protection. While we are not bankruptcy lawyers, and will always affiliate with attorneys that specialize in bankruptcy when necessary, we understand the impact that bankruptcy laws have on shareholder actions. For example, in In re AremisSoft Corporation Securities Litigation, No. 01-2486 (D.N.J.), Kessler Topaz helped reorganize the Company through a pre-packaged bankruptcy so it could continue operations, while simultaneously establishing a litigation trust to pursue claims against the Company’s auditors and its counsel, as well as those individuals who looted the Company. In In re Tenet Healthcare Corp. Securities Litigation, No. 02-8462 (C.D. Cal.), Kessler Topaz was able to achieve a $281.5 million recovery with a company that was on the verge of bankruptcy, but structured a settlement that left the company in better shape than at the beginning of the litigation. Kessler Topaz has also achieved excellent results in other high profile cases involving bankrupt defendants such as In Re: Delphi Corp. Securities, Derivative & "ERISA" Litigation, No. 05-md-1725(E.D. Mich.) and In re Lehman Brothers Securities and ERISA Litigation, No. 09-md-2017 (S.D.N.Y.). Finally, Kessler Topaz is currently representing ATRS in In re Oklahoma Law Enforcement Retirement System v. Adeptus Health Inc., et al., Case No. 4:17-CV-0449-ALM, involving another bankrupt defendant, which is slated for trial in April 2020.

Kessler Topaz also dedicates significant resources to protecting the rights of employees through the Firm's ERISA Litigation Department. This Department specializes in breach of fiduciary duty actions brought pursuant to the Employee Retirement Income Security Act of 1974. The majority of these suits involve fiduciary breaches by a company in the administration of an employee benefit plan. In addition, we are regularly faced with issues relating to standing to bring certain claims in class cases for ERISA plaintiffs. In many recent cases defendants try and eliminate significant portions of claims that relate to ERISA investors and we have litigated that issue extensively.

With regard to the Internal Revenue Code, as a litigation firm, Kessler Topaz rarely has to deal with tax issues unless it is in the context of the tax treatment of a settlement. While we do not foresee the need for such expertise in the type of cases we are seeking to represent the ATRS in, we are confident of our ability to work with tax experts should the need arise.

Lastly, regarding the fiduciary responsibilities of qualified governmental plans, Kessler Topaz specializes in fiduciary responsibility as it relates to shareholder litigation and recovering assets lost as a result of fraud or other misconduct. We are happy to work with our clients to implement a plan to ensure that Boards are meeting their fiduciary responsibilities and minimizing any exposure with regard to their duty to recover lost assets. Kessler Topaz does stress that we are a litigation firm that does not specialize in Board and Staff member fiduciary responsibility matters in general, and for certain issues, the Firm would defer to counsel that focuses its practice in this area.

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E.2 RESOURCES AND RELEVANT PRACTICE

A. Briefly summarize resources available to your law firm that give your law firm an advantagein processing securities litigation cases, such as multilingual staff, information technology,office locations, or any other resources.

Kessler Topaz brings a number of resources to bear in assisting the Firm prosecute securities litigation cases – providing us with a significant advantage among the firms in our field and importantly, when litigating against the largest corporations in the world and their able counsel. As an initial matter, though Kessler Topaz is headquartered in Radnor, Pennsylvania, we also maintain a fully-staffed regional office in San Francisco, California, which is responsible for handling many of our most prominent securities class actions – particularly those in California federal and state court – where as ATRS is aware, a large percentage of the securities actions filed on an annual basis take place (including our pending case against OSI Systems, Inc. on behalf of ATRS) Further, below please find an overview of the Firm’s Case Evaluation Department, Investigative Services Department, along with summary information on the additional resources we have at our disposal to aid in the litigation process.

Case Evaluation Department

Kessler Topaz has a Case Evaluation Department consisting of six attorneys whose primary responsibility is to evaluate and analyze the merits of potential class actions or opt-out suits. These attorneys – who focus their practice on servicing the needs of institutional investors – collectively have more than 50 years of experience litigating federal securities class action and opt-out lawsuits in various jurisdictions. We believe that by committing an entire team of skilled securities litigators to the case evaluation process, we are uniquely positioned to provide to our clients timely, comprehensive, and highly detailed analysis regarding the merits and risks of a particular course of action, including analysis of changes in the law and real world difficulties in prosecuting cases.

We typically employ the following methodology for analyzing cases: When a securities class action lawsuit is filed, our Case Evaluation Department reviews the allegations in the pleading and, operating with a degree of professional skepticism, seeks to independently verify each theory of liability. The analysis consists of reviewing: corporate filings with the Securities and Exchange Commission; corporate press releases; conference call transcripts; news articles; analyst reports; executive compensation figures; insider trading reports; and stock price movement (for the company being analyzed as well as the target company’s peers). We also analyze case law in the circuit or jurisdiction where the action is pending, the opinions of the judge assigned to the case, and potential alternative forums for the action. After analyzing the relevant information, attorneys may consult with other departments within the Firm (such as the ERISA or Derivative Departments), forensic accountants and/or other experts to fully analyze the relevant issues and provide a comprehensive recommendation. Our Case Evaluation Department also has at its disposal an internal Investigative Services Department (discussed immediately below) with five full-time investigators led by a former Special Agent with the Federal Bureau of Investigation. Our Investigative Services Department regularly assists our attorneys with developing facts that support theories of liability (either pled in the complaint or developed by our analysis).

Following our investigation, we prepare a comprehensive memorandum summarizing the relevant facts of the case, explaining our theory of liability and analyzing the strengths and weaknesses of every potential claim. This memorandum will analyze arguments likely to be raised by the defendants and includes our assessment of the merits of such arguments. Our analysis strives to provide the client with all of the necessary facts and legal authority to sufficiently weigh the risks and benefits of actively pursuing (or remaining passive in) an action. If it is determined that a case has the right mix of facts and losses that warrant consideration by ATRS to take an active role, Kessler Topaz will provide an in-depth case research memorandum for review. ATRS can expect to receive a highly-detailed level of reporting from the Firm in order to assist it in deciding whether to take an active role in a particular action. The Firm would also request the opportunity to present the merits of the case in person to answer any questions ATRS may have regarding seeking a leadership position in the action. We believe that the memorandum and subsequent presentation will provide ATRS and its staff with everything needed to decide on whether an active role in a particular case is merited. While this is an important decision we are confident that the information we provide will make the process as efficient as possible.

Although we review every U.S. securities class action filed, along with a number of actions filed overseas, we emphasize that we are highly selective in cases we recommend that a client seek lead or

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representative status. The Firm only advises clients to seek appointment as lead plaintiff, named plaintiff, or otherwise become actively involved, in cases where our analysis reveals a compelling case of fraud, with significant damages and viable sources of recovery. Where any of the foregoing factors are absent, we recommend that our clients remain passive class members. Even when we advise clients to remain passive, we continuously assess developments and will revisit our recommendation should new facts warrant a different course of action. We strive to ensure that any case we bring to ATRS to consider will be a significant action worthy of leadership by a committed institutional investor.

In-House Investigative Services Department

Kessler Topaz’s primary, overarching goal is to protect investors and to provide the best possible service to them. Recognizing that a prime mechanism to ensure plaintiff advocacy and the recovery of losses is having a robust investigative component to support the efforts of counsel, the Firm established an in-house Investigative Services Department (“ISD”). The ISD’s importance at Kessler Topaz cannot be overstated, as this department consults with the Firm’s Case Evaluation Department at the outset of every securities class action in which we review and seek a leadership position. The ISD helps develop facts supporting theories of liability to assist the Firm in fully analyzing the relevant issues surrounding a particular action so that our Case Evaluation Department can provide a comprehensive recommendation to our clients.

Furthermore, the ISD plans, conducts, and coordinates efficient and effective investigations to support factual allegations and bolster case theory. To further the objectives of the Firm’s six core practice areas, the ISD specializes in identifying the investigative problem, issue, or task. The investigators assess all available information, determine the leads and intelligence gaps, and develop and execute an investigative strategy to facilitate the collection of evidence and dissemination of investigative results. The ISD routinely lends guidance on a myriad of investigative issues, provides litigation support in the form of due diligence, and strives to foster and maintain productive liaison to the best, state-of-the-art investigative resources.

Kessler Topaz is committed to making the ISD a critical spoke in the wheel of successful class action litigation, especially during the all-important pleading stage, when the formidable obstacle to surviving the customary motion to dismiss is counsel’s ability to meet the heightened pleading standards mandated by the PSLRA. In this regard, the ISD recognizes that particularized facts must be obtained because general allegations of scienter (the defendant’s state of mind) will not withstand judicial scrutiny. The facts necessary to withstand a motion to dismiss are often based on statements made "on information and belief" by witnesses. The ISD brings all of its resources to bear to identify and obtain detailed, specific information from credible witnesses who were in a position to know what they purport to know about a particular defendant. Evidence in the form of witness statements is pivotal to helping counsel allege facts with particularity. More importantly, it can demonstrate that the defendant intentionally made a false statement or omitted a material fact in connection with the purchase or sale of a security, upon which the plaintiff reasonably relied and which proximately caused his or her economic loss.

The ISD is dedicated to determining the "who," "what," "when," "where," why," and "how" of a case theory by corroborating facts, details, witness statements, and other evidence, all of which are a vital component of successful litigation and maximum recovery. Allegations that defendants engaged in fraud, breaches of fiduciary duty, or other forms of malfeasance are, without question, bolstered by a robust investigative effort. In this regard, the Firm’s investigative unit works diligently to weed out generalities, rumor and hearsay, which are, quite frankly, judicially shunned and not in the best interests of affected plaintiffs who seek to recover unjust losses.

Kessler Topaz’s ISD is led by William Monks, CPA, CFF, CVA, a former Special Agent of the Federal Bureau of Investigation (“FBI”) with nearly 30 years of white collar investigative experience with the government and the private sector. While at the FBI, William worked sophisticated white collar forensic matters involving securities and other frauds, bribery, and corruption. During his 25 year FBI career, William conducted dozens of construction company procurement fraud and commercial bribery investigations, which were recognized as a “Best Practice” to be modeled by FBI offices nationwide. William also served as an Undercover Agent for the FBI on long term successful operations targeting organizations and individuals such as the KGB, Russian Organized Crime, Italian Organized Crime, and numerous federal, state and local politicians. Each matter ended successfully and resulted in commendations from the FBI and related agencies. William has been recognized by the FBI, DOJ, and IRS on numerous occasions for leading multi-agency teams charged with investigating high level fraud, bribery, and corruption investigations. His considerable experience includes the performance of over 10,000 interviews incident to white collar criminal and civil matters. His skills in interviewing and detecting deception in sensitive financial investigations have been a featured part of training for numerous law enforcement agencies (including the FBI), private sector companies, law firms and accounting firms.


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Among the numerous government awards William has received over his distinguished career is a personal commendation from FBI Director Louis Freeh for outstanding work in the prosecution of the West New York Police Department, the largest police corruption investigation in New Jersey history. William’s team includes five full-time investigators who collectively have nearly three decades of experience investigating securities and other types of frauds.

Financial Wherewithal

Kessler Topaz has, for the past two decades, been successful in maintaining a strong roster of cases that provides the Firm with consistent income. Kessler Topaz has consistently funded litigation expenses for all of its cases throughout our history, including investigative costs, damages and accounting experts, deposition and discovery related expenses, jury consultants and trial exhibit preparation, to name a few of the expenses we regularly incur. In light of the complexities of the frauds we investigate and prosecute, these expenses can run into the hundreds of thousands or even millions of dollars over the life of a case. We find it essential for the Firm to be able to bear these types of expenses so as to compete with defendants in providing the best legal services to our clients. Kessler Topaz has had years of experience in funding mega-cases such as Tyco, Initial Public Offering Litigation, Tenet Healthcare, Bank of America, Lehman Brothers, Countrywide, JPMorgan, and Allergan to name a few. In addition, the Firm has recently taken six shareholder litigation cases and one consumer case through trial and currently has upcoming trial dates for several additional cases both in the United States and abroad. All of this is to say that we are highly skilled and experienced in managing the costs and expenses of several pieces of high-stakes litigation at once. Through a combination of financial resources, Kessler Topaz is fully prepared to handle any securities fraud matter.

Controlling Litigation Costs

As discussed immediately above, and as our 32-year track record has proven, Kessler Topaz has the financial capabilities to handle any piece of complex litigation. Relatedly, we are also keenly aware of the need to control legal fees and costs for the benefit of our clients and the classes they represent. With regard to controlling costs, below please find summary information on the Firm’s approach to litigation staffing, discovery and document management, and utilization of experts. We submit these specific areas to demonstrate our awareness of the need, and the processes we have in place, to control legal costs at every stage of litigation.

Staffing: To ensure the highest quality representations, while keeping an eye out for efficiency, the Firm has developed an extremely efficient system whereby a senior partner oversees every securities action in which Kessler Topaz serves as lead or co-lead counsel. The Firm assigns at least one additional partner, one senior associate, one junior associate and one paralegal to handle the day-to-day aspects of the case. In addition, with 75 attorneys who practice in the area(s) of law relevant this RFQ, Kessler Topaz is able to ramp up as necessary to ensure that all work is performed to the highest standards and the best possible result is obtained for the client and class. However, we would always contact the client first to discuss adding resources in cases prior to doing so. This typically happens when there is an unusually large production of documents that need to be reviewed in a relatively short period of time. After securing the client’s approval, Kessler Topaz will ensure that new personnel are trained and brought up to speed by the senior associate(s) on the case. The senior associate(s) will also monitor their progress on the task and interface between the document review team and the partners in charge of the case. It is also worth mentioning that because certain securities class actions have a lengthy duration, Kessler Topaz will sometimes experience turnover on the team assigned to the case, which cannot be predicted in advance. Once again, however, it is our policy to keep the client well informed and, therefore, we will immediately advise the client of any significant changes. We note that shareholder derivative and takeover litigation is markedly different from traditional securities class actions and staffing is determined on a case-by-case basis. If ATRS were to decide to pursue such a case we would work closely with ATRS to determine the best staffing structure for that particular case.

Discovery and Document Management: Kessler Topaz recognizes that, for our clients, the most time consuming, and therefore expensive, aspect of shareholder litigation is typically dealing with discovery demands. Accordingly, our efforts are geared to minimize the costs, burden and interference with day-to-day activities of our clients when responding to discovery requests, including compiling interrogatory responses and the search for and collection of responsive documents. Recent court opinions have highlighted that there is a significant burden on plaintiffs to preserve any and all documents that could potentially be related to the claims or defenses in litigation. In addition, as cases are litigated deeper it is increasingly more common that representative plaintiffs will in fact be required to produce relevant documents in discovery, answer interrogatories, and sit for a deposition. We take these demands


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seriously. At the outset of an action, we take steps to safeguard against certain discovery dangers. Immediately after appointment as lead plaintiff we will provide ATRS with a litigation hold letter to be circulated internally within the organization, as well as to any relevant outside money managers and consultants. As part of our standard follow-up, we will schedule a convenient time to come to Little Rock and meet with key investment, legal, and IT personnel to discuss the investment processes, which helps to identify relevant personnel and potentially responsive documents. This exercise is invaluable so that we are better equipped to guide ATRS with what types of documents need to be preserved, from whom, and how best to collect and store these documents. We will also, at your request, provide a clerk, paralegal or even an attorney to assist in the ultimate search and collection of relevant and responsive documents and other information. Again, we appreciate both the importance and burden that discovery demands place on institutional investors. We firmly believe that taking some time initially to understand how a fund operates and is organized goes a long way to ensuring a relatively smooth process for handling discovery. Importantly, we have found that this process limits the time commitments and burdens associated with discovery, which ultimately helps to control litigation costs.

With regard to interrogatory responses, we typically spend significant time drafting complete and accurate responses to all interrogatory questions based on our knowledge of ATRS, its organization and the investment processes. We will then diligently work with certain identified personnel at ATRS’s offices to refine and finalize those responses. In an increasing number of cases, defendants have been challenging class certification in securities fraud actions. Invariably, defendants have taken representative plaintiff depositions. Our goal in preparing clients for depositions is to educate them on the issues and facts -- a relatively easy task due to our practice of keeping clients informed and updated regularly. We ensure that our clients go into their deposition confident and prepared. Anecdotally, just this past year Kessler Topaz guided nine of its institutional investor clients, including ATRS, in six separate matters through the discovery process. While this process was at times imposing, we are confident that our clients felt that their burden was significantly lightened through our efforts.

As ATRS is aware, there is also extensive discovery that must be taken of the defendants in our cases. Kessler Topaz has extensive experience in cases that involve complicated and voluminous discovery (both electronic and hard copy productions) and deposition tracks. For example, the Firm served as Co-Lead Counsel in the securities class actions against Bank of America, Lehman Brothers, Tyco International and Tenet Healthcare, JP Morgan and Allergan, and we also served on the executive committee of the IPO Securities Litigation, all of which involved discovery consisting of tens of millions of documents in both hard copy and electronic format and multi-track deposition schedules. In addition, several of Kessler Topaz’s current cases involve the review of millions of documents and a large number of depositions. While this process can be a major time and cost center component of shareholder litigation, the Firm’s experience with such large-scale discovery enable us to do everything in our power to minimize the costs of this aspect of our case prosecution. In managing such wide-ranging discovery, we utilized the services of document management programs such as Summation, Dolphin and Lextranet. In addition, when necessary, we will consult with experts in case specific fields to ensure that all discovery requests on behalf of lead plaintiff and the class are focused and as precise as possible so that they achieve the desired results.

Aside from manpower and external vendors for databases, law firms in today’s world must have an in-house commitment to information technology. More and more litigation relies on technology of various sorts. Kessler Topaz has made a significant commitment to technology in software, hardware, and manpower. With a team of seven (7) highly trained and full-time IT employees and a significant budget for software and hardware, Kessler Topaz is always on the cutting edge of legal technology and utilizes these capabilities to better litigate and serve our clients, including in the discovery process.

Utilization of Experts: Kessler Topaz regularly engages experts on issues including, but not limited to, damages and loss causation, executive compensation, forensic accounting, and trial preparation. Through our experience, we have developed good working relationships with many of the most prominent experts in all fields related to securities and shareholder related litigation. In virtually every case, Kessler Topaz will identify early on (and regularly as the case progresses) what types of experts will prove useful or necessary to assist with the effective and efficient prosecution of the lawsuit. Kessler Topaz lawyers will discuss the litigation plan with the client and will regularly update the client on all material changes, including the need for experts. Kessler Topaz will perform diligence on experts, including their availability at trial, any conflicts, and appropriate compensation. Often, the Firm will consider multiple experts for a given assignment. We will discuss with ATRS our recommendation before any decision is made related to hiring experts. We understand that the need and costs of experts are typically significant and, as a result, we take this step very seriously. We will work closely with ATRS to ensure experts are providing the best possible value to any litigation.


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B. Describe your law firm's in-house resources for both legal and non-legal monitoring and/orevaluation responsibilities. Include which services are outsourced to third parties including datastorage and other relevant activities for both domestically and internationally traded securities.

The Firm takes great pride in the fact that it conducts all legal work, including case identification and evaluation, along with all global securities monitoring services in-house for over 300 institutional investors worldwide, and it is the high quality of our lawyers, paralegals, investigative and support staff that makes this possible. Nothing is outsourced to a third party. Below please find summary information on how the Firm identifies new cases around the world and evaluates them, and please refer to our response to Question E.3.A. below for a detailed description of our global securities monitoring program. Kessler Topaz’s believes our securities monitoring client service program is the most comprehensive in the field. With the Firm’s 30-member Securities Tracker team (along with the Firm’s Information Technology Department to assist with the maintenance of all client transaction data storage on Firm servers), the Firm will ensure that ATRS is kept abreast of all shareholder litigation impacting ATRS’s portfolio – both here in the U.S. and abroad. These legal and non-legal professionals are tasked with monitoring our clients’ investment portfolios, identifying losses in newly filed actions both in the United States and in a growing number of jurisdictions abroad, monitoring cases through to resolution, and assisting to one degree or another in helping to make sure our clients are receiving their money back from securities class action settlements and judgments. Finally, as discussed above in our response to Question E.2.A., the Firm’s Case Evaluation Department and Investigative Services Department are critical components of the Firm’s success in shareholder litigation matters, responsible for thoroughly vetting all new litigation the Firm pursues, and supporting the investigations of factual allegations and bolstering case theory for all active matters.

5 points

C. Describe diversity within your law firm and examples of your law firm's efforts to recruit,promote, and retain a diverse workplace.

Kessler Topaz is committed to diversity and is an equal opportunity employer. We understand that to be the best firm we must have the best people, and the best people are drawn from the broadest pool of applicants. The people we hire can be found only by looking across the full spectrum of gender, ethnicity, national origin, religion, culture and level of physical ability. For our teams to excel, all members must feel that they are operating in an inclusive environment that welcomes and supports differences. Our people have the right to expect a workplace in which the richness of their lives and experience is welcomed and valued by their team and by the Firm. By way of statistical data, there are presently 85 women (48%) and 29 minority (16%) employees working at the Firm. There are 4 women partners (13.3%) and 11 women associates (44%) (note: also 3 women who are counsel to the Firm (50%) and 17 women staff attorneys (56%)). There are 3 minority partners (10%) and 1 minority associate (4%) (note: also 1 minority who is counsel to the Firm (17%) and 4 minority staff attorneys (13.3%)). With regard to the attorneys the Firm has proposed to staff any assignment from ATRS, please refer to the Firm’s response to Question E.1.F. above. While the nature of the assignment will dictate the particular staff members our Firm will deploy to serve ATRS, both women and minority team members will zealously support our litigation efforts. Furthermore, in 2016, 45% of all new hires at Kessler Topaz were female and 14% were racial minorities. In 2017, 58% of all candidates hired by Kessler Topaz were female and 11% were racial minorities. In 2018, 46% of all candidates hired by Kessler Topaz were female and 18% were racial minorities. So far in 2019, 53% of all candidates hired by Kessler Topaz were female and 26% were racial minorities. It is important to note that Kessler Topaz enjoys a 90% retention rate across the board, which indicates that our new hire percentages are truer than if they had been replacement personnel. While these statistics show a true commitment to diversity, we believe we can continue to improve these numbers, especially at higher levels at the Firm and are committed to doing so.

Kessler Topaz has implemented some mentoring opportunities to existing staff that have allowed them to participate in, and embrace our ideals of diversity. For example, in October 2018 we invited all women employees at the Firm to attend the Pennsylvania Conference for Women, which is a state-wide conference bringing together approximately 12,000 women of all professions to engage in a day of educational sessions and workshops relating to the challenges women face in professional development. Serena Williams and Amal Clooney served as keynote speakers. In addition, women Partners and Associates from our San Francisco Office attended the Women in Legal Conference, held in February 2018. Finally, women Partners and Counsel were invited to attend the Women in Litigation Joint Conference, held in November 2017.

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In July 2018 and July 2019 we attended the annual Philadelphia Area Diversity Job Fair. Attending this fair enables the Firm to cast a wider net, which creates a more diverse candidate pool on the front end. Having that diverse pool from the start, enables Firm managers to evaluate and select candidates, with a full picture of their diverse backgrounds and experiences. Thanks in part to attending this Job Fair, two-thirds of our 2019 Summer Associate Class were women and/or people of color.

D. Describe your law firm's particular knowledge of Arkansas law pertaining to contractrequirements, public pension plans, securities law, prudent invest rule, other areas of law thatmay affect your law firm’s representation of ATRS.

Kessler Topaz has a firm understanding of the general contract requirements as well as investment matters, including portfolio theory, that impact our global institutional investor client base, their respective portfolios, and the benefits these investors strive to provide to their members (particularly for public pension plans). For example, we are intimately familiar with the State of Arkansas contract requirements for state agencies, having gone through the Arkansas procurement process on three separate occasions (for ATRS, the Arkansas Public Employee Retirement System and the Arkansas State Highway Employees’ Retirement System) in addition to the subsequent, bi-annual renewal process(es). We also understand that, with regard to investment decisions, ATRS’s Board and Staff are required to act in the best interest of ATRS’s members, as are all vendors serving in a fiduciary capacity to ATRS. It is important for our attorneys to understand these issues and how they affect our clients because shareholder litigation in its various forms can have an effect on certain holdings. However, Kessler Topaz does not in any way provide investment advice. We leave that work to money managers and investment consultants. We firmly believe that it is important that any shareholder litigation firm representing a public pension fund not be involved on the investment side in any substantive way. Further, we are acutely familiar with the legal duties of trustees and staff with respect to serving in the role of lead plaintiff in shareholder litigation and the responsibilities associated with recovering lost assets. In addition, we often deal with state and local laws and statutes in a number of our cases as a good portion are litigated in State Court. However, if an issue specific to Arkansas law arose we would, with the ATRS’s approval, affiliate with Arkansas counsel to assist us in analyzing how to best move forward. We frequently work with firms in Arkansas and are confident that such an affiliation would be seamless within the context of any litigation.

5 points

E. Describe the resources your law firm expects ATRS to provide throughout a resultant contract,including staff levels, expected commitment hours, etc.

ATRS Resources for Global Securities Monitoring

Kessler Topaz believes that an active and involved client is the best client. However, we also understand that institutional investors seeks global securities monitoring services from outside counsel in an effort to relieve the burden of tracking and analyzing the various securities class action matters that are pending at any given time. Aside from the rare situation in which a member of ATRS would be needed to assist with the resolution of an issue with State Street or a claims administrator, we believe that the new case summaries and quarterly reports that we provide as part of our service are concise and to the point, and provide more than enough information to allow ATRS to quickly evaluate all new cases as well as keep abreast of ongoing cases in which ATRS has a financial interest. Furthermore, should ATRS request that the Firm be responsible for handling the claims administration process, from the Firm’s experience performing this task for over one-hundred and fifty (150) clients, we do not envision any significant time commitment on the part of ATRS, except for the signing of letters of authority and depositing settlement/judgment checks into ATRS’s account. Therefore, the time commitment imposed on ATRS’s staff will be minimal.

ATRS Resources for Active Litigation

If ATRS is serving as a lead or representative plaintiff in a shareholder litigation matter there will be some time commitment involved. Representing the class in a shareholder litigation matter must be taken seriously within the fiduciary context. As such, we take great pride in ensuring that our clients, when they serve as active parties, are well informed and fully involved in all aspects of the litigation, especially pertaining to developing case strategy and goals. At a minimum, the Firm commits to provide ATRS with detailed, yet concise updates on any active litigation on a monthly basis, with additional correspondence as new events unfold. We will also provide timely drafts of all court submissions to permit sufficient review prior to filing. In addition, we will request the opportunity to make regular presentations to ATRS regarding the status of the litigation and will consult with ATRS on every important decision affecting the litigation.

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We find that this process allows for a better exchange of information, as well as an opportunity to answer questions. Further, ATRS staff will be needed to assist in the discovery process and a member of ATRS will likely have to appear for a one-day deposition (to include an additional day prior for deposition preparation). While the Firm will make every effort to have that deposition take place in Little Rock, some travel may be involved. From our experience working with ATRS in the past 6 years, we do not believe the discovery process will be overly burdensome given the extensive document-retention protocols that ATRS has put into place over the years. Additionally, if a case moves into a settlement phase the Firm would work closely with ATRS to ensure that a settlement is achieved that ATRS is satisfied with. All costs related to the litigation of a case in which ATRS is serving as lead plaintiff would be borne by the Firm, including but not limited to expenses related to travel, copying charges, postage and/or other expenses associated with the action. The only cost that cannot be paid for by lead counsel is staff time. However, we would ask that all time spent by the ATRS’s staff in its role as lead plaintiff be carefully tracked and recorded so that we may make a request for a stipend out of the settlement fund if there is a positive result for the class. While these requests are not always granted by the court, it is more likely for an institutional plaintiff to receive such an award, especially if the institutional client has spent significant time for the benefit of the class. Lastly, ATRS can rest assured it will have 24/7 access to its main contacts, Darren Check and Jonathan Davidson, for any questions or concerns related to litigation or monitoring. We hope ATRS has found our communication/reporting process during our current representation of ATRS in the Adeptus Health, Inc., OSI Systems, Inc., Tesla Motors, Inc. and Alon USA Energy, Inc. cases to be satisfactory.

Kessler Topaz understands the expectations that public pension plans generally, and ATRS specifically, have with regard to their level of involvement in shareholder litigation and the Firm’s responsibilities in the litigation process and hope ATRS will agree that we have not placed too great a burden upon ATRS thus far in its capacity as a lead or representative plaintiff.

F. Discuss any significant changes in the ownership or restructuring of your law firm or leadattorneys in the past three (3) years or if your law firm anticipates significant changes in thefuture. Provide an explanation of these changes and how these changes will or may affect itsrepresentation of ATRS.

If no significant changes have occurred or are anticipated, discuss your firm’s currentorganizational retention policy and succession plan

There have been no significant changes in the ownership of our Firm in the past three (3) years and none are anticipated. As far as organizational retention, the Kessler Topaz enjoys a 90% attorney retention rate and has worked hard to foster a positive culture, professional working environment, and considerate work-life balance that has tethered our attorneys to the Firm. We do not have a formal succession plan at this time, as no Firm partner is over the age of 55, but we can assure ATRS that the same attorneys it has been working with for the past six (6) years will continue to work with ATRS for the duration of a contract and any subsequent extension periods that would arise should the Firm once again be selected pursuant to this RFQ process.

5 points

E.3 MONITORING AND REPORTING

A. Describe how your law firm will conduct ongoing client portfolio monitoring (tracking portfoliotrading and cross-referencing the trading against potential securities claims) by reviewing theATRS’ portfolio losses on a regular basis, investigating potential claims, preparing detailedreports of findings, and presenting the findings to ATRS.

Kessler Topaz’s overall approach to portfolio monitoring services is to provide our clients with access to as much information as possible. We understand that the primary reason a pension fund engages a firm like ours is to be informed. While there may be an opportunity to represent ATRS as a plaintiff, at the end of the day, ATRS wants to be sure that it is aware of all the global shareholder litigation which affects the fund and that ATRS is collecting all monies owed to its pensioners.

5 points


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Kessler Topaz’s Portfolio Monitoring & Claims Administration Program

Kessler Topaz’s portfolio monitoring and claims administration client service program was introduced in 2003, and has evolved into the most advanced and comprehensive service available. The Firm currently provides these services to more than 300 institutional investors worldwide (including over 150 U.S. public pension funds) and takes great pride in the fact that we conduct all work in-house -- via our via our Securities Tracker team, comprised of thirty (30) attorney and non-attorney professionals. The team includes client service representatives, data intake and claims filing specialists, analysts, client reporting specialists and more. These professionals are focused on monitoring our clients’ investment portfolios, identifying losses in newly filed actions, monitoring cases through to resolution, and importantly, assisting to help ensure our clients are receiving their pro-rata share of proceeds from securities class action settlements and judgments. In light of the U.S. Supreme Court’s decision in Morrison v. National Australia Bank, the Firm has extended its portfolio monitoring service to include all non-U.S. shareholder litigation actions involving securities purchased on a non-U.S. exchange which impact our clients’ portfolios. We are confident that we are the most qualified firm to continue providing portfolio monitoring and claims administration services to ATRS.

Securities Portfolio Monitoring

Kessler Topaz attorneys and staff will work with ATRS to monitor, analyze, investigate and provide consultation regarding potential securities fraud, corporate mismanagement and any other fiduciary or shareholder issues as requested. We will work closely with ATRS’s staff to identify and consult on the potential rewards of serving as lead plaintiff versus remaining an absent class member, objecting to a proposed settlement, filing a direct/opt-out action, and filing a derivative action in state, federal, or foreign jurisdiction court depending on the particular situation. This is accomplished through our portfolio monitoring service wherein we work with your custodial bank to monitor your transactions internally, allowing us instant access to any potential losses ATRS has suffered as a result of alleged corporate fraud. More specifically, the portfolio monitoring program consists of the following:

Securities Tracker

Kessler Topaz, with the assistance of experts in the field, has developed a proprietary, secure, portfolio monitoring database system, which we have dubbed “Securities Tracker.” We will request from ATRS (or ATRS’s custodian State Street Bank & Trust Co. (“State Street”) a minimum five-year (preferably ten-year) history of ATRS’s securities transactions that we will then integrate into Securities Tracker. This information is updated regularly, and we will work with you to ensure that the information is obtained efficiently and without cost to ATRS, and is maintained confidentially. The Firm currently has numerous other clients whose custodian bank is State Street, and the Firm has an excellent working relationship with State Street. Our team is well-versed at navigating State Street’s “MY STATE STREET” client information delivery portal. This system, along with our analysts, enables us to quickly calculate financial losses for ATRS in a particular securities action.

Reporting

New Case Summaries (generated any time a client suffers a loss in a newly filed securities class action): When it is determined that a claim exists, or a securities action is filed, we research our database to identify any and all clients who have an investment that is impacted. Whenever a client suffers a financial loss (no matter the size of the loss), we automatically prepare for that client a brief, yet concise, report which details (i) the relevant facts and class period, (ii) the applicable jurisdiction(s), (iii) all relevant deadlines, including those for filing lead plaintiff motions, objecting to or opting out of proposed settlements and submitting proof of claim forms, and (iv) the strengths and weaknesses of the case. This report will include the estimated financial losses suffered by a client utilizing the last in, first out methodology, as well as the estimated damages suffered by the class as a whole. Further, we will generally recommend a course of action for the client to maximize its recovery of losses. These reports are provided to the client regardless of the size of the loss suffered, something that makes our monitoring service unique in the field.

Client Research Memoranda (issued any time the Firm recommends active involvement in a case): If it is determined that a case has the right mix of facts and losses that warrant consideration by ATRS to take an active role, Kessler Topaz will provide an in-depth case research memorandum to ATRS for review. This memorandum will summarize the relevant facts of the case, explaining our theory of liability and analyzing the strengths and weaknesses of every potential claim. This memorandum will analyze arguments likely to be raised by the defendants and includes our assessment of the merits of such arguments. Our analysis strives to provide the client with all of the necessary facts and legal authority to


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sufficiently weigh the risks and benefits of actively pursuing (or remaining passive in) an action.

Quarterly Reports (generated four times per year): To remain current on all securities class actions of interest, we prepare and distribute to our clients a quarterly update report. This report is tailored specifically for each client so that it can review significant developments in cases that affect only their specific investments, including listings of all settled cases and the deadline for filing claims. These reports are generated for the benefit of all our clients, regardless of whether they are serving as representative plaintiffs. These reports further ensure that our clients are diligently fulfilling their fiduciary responsibilities to plan members by actively monitoring securities class actions in which they have a financial interest. In light of the Morrison decision, we have modified our reporting to include a separate section for all foreign securities actions.

Online Access

All Firm clients have complete, secure (256-bit SSL Encryption), 24/7 online access (viewable by multiple people in an organization) to information necessary to properly monitor actions in which they: (i) serve as a plaintiff; (ii) have a financial interest; and/or (iii) have filed proof of claim forms in connection with settlements. The frequency at which information is uploaded is client specific and depends upon factors such as whether the client is involved in active litigation or whether the client has experienced losses that correspond with pending cases. At a minimum, the online account is updated quarterly (commensurate with the issuance of quarterly reports) and updates may be more frequent depending on when new information (case summaries, research memoranda, settlement charts, litigation materials, etc.) becomes available. An email notification is sent to trustees, staff and other authorized parties each time a new document is uploaded to the account.

Site Capabilities

• All case summaries are viewable and downloadable (both alphabetically and chronologically).• All client research memoranda are viewable and downloadable.• All quarterly reports are viewable and downloadable.• All clients who elect to have Kessler Topaz file claims on their behalf may view filed proofs of claim

and determine their status for approval and payment.• When serving as an active plaintiff you may view and download all significant court filings and

update letters for that case.• E-mail alerts are sent to clients each time new information is posted on the individual site.

A sample Securities Tracker client page, containing quarterly reports, case summaries, and settlement charts may be viewed on the Firm’s website: www.ktmc.com (click on the blue “Log In” button on the bottom right-hand corner of the homepage; Username: ABCEmployees Password: Asdf123456! then click on the blue “Log In” button). We would be happy to provide ATRS’s trustees and staff with an online tutorial upon request.

Non-U.S. Jurisdiction Monitoring

For the past eight years, Kessler Topaz has provided international portfolio monitoring services to our clients as a value-added extension of our portfolio monitoring, case evaluation and claims administration client service program. We are currently monitoring more than 100 cases that have been filed and are being litigated in over 25 jurisdictions outside the United States for the benefit of our clients. Unfortunately, however, we emphasize that identifying and tracking litigation in non-U.S. jurisdictions presents certain challenges due to a lack of electronic docketing and notice requirements in many foreign courts. Therefore, while we are not able to ensure that we have properly identified each and every action filed around the world, as we do for actions filed in the United States, we are making all possible efforts to keep our clients sufficiently informed.

To that end, Kessler Topaz works with law firms in a number of countries around the world, including the Netherlands, France, Canada, Australia, the United Kingdom, Germany, Sweden, Denmark, Italy and Israel, to assist us with identifying and tracking cases and settlements in their respective jurisdictions, and also with evaluating claims and trends in shareholder litigation. Analysts within our Securities Tracker team research numerous databases to identify newly filed actions outside the United States. The Firm also utilizes electronic sources, such as Bloomberg, with established “action alerts” in many countries, which provide us with notifications regarding foreign actions so that we are able to sufficiently track actions for purposes of updating our clients.


http://www.ktmc.com/

SP-20-0012 Page 35 of 46

With regard to reporting, based on our intensive research, Firm analysts generate a bi-weekly chart of active non-U.S. cases and we then search each client’s portfolio for relevant class period transactions in relation to those actions. As discussed herein, the Firm’s portfolio monitoring program enables us to efficiently obtain client transaction data and input that information into our proprietary system. As it relates to non-U.S. cases, we would focus our attention on ATRS’s allocation to international equities (paying close attention to any/all separately managed accounts) and debt.

When it is determined that a client has suffered a loss in a non-U.S. jurisdiction action, we prepare a case summary on that action following the same process we adhere to for every U.S.-based securities class action in which our clients have a financial interest. Given ATRS’s significant allocation to international equities, we feel our Firm is especially well positioned to continue advising ATRS on the non-U.S. jurisdiction shareholder litigation impacting its portfolio.

B. Describe how your law firm will report on the status of claims and recovery efforts for ATRS,including expected results and timing of payments to ATRS.

With regard to global securities monitoring, please refer to the Firm’s response to Question E.3.A. above (“Reporting”) for the Firm’s reporting protocol (case summaries, quarterly reports, etc.). All of our reporting is available online for ATRS staff and Board review (discussed above in response to Question E.3.A – “Online Access”). The Firm is also able to accommodate whatever reporting structure works best for ATRS going forward.

With regard to active litigation, the Firm is in regular communication with ATRS (often several times per week) to provide updates on our pending matters, provide briefing for ATRS’s review prior to filing, seek settlement authority, coordinate attendance at depositions, mediations and/or court hearings, work through discovery-related matters, and the like. Kessler Topaz enjoys an excellent working relationship with ATRS and fully understands the expectations that ATRS has of its counsel during active cases. We are hopeful ATRS is pleased with our global monitoring efforts as well as our zealous litigation representation, and the expectations we have set for where our pending matters are heading as we seek positive resolution for ATRS and the class(es) it represents.

5 points

C. Describe how and how often your law firm will provide periodic reporting to ATRS of its claimsand potential claims. Include how your law firm will determine and recommend ATRS’participation as class member, lead plaintiff, or any recommended individual action.

Again, please refer to the Firm’s response to Question E.3.A. above (“Reporting”) for the Firm’s reporting protocol in connection with our global securities monitoring program (which notates the frequency of our reporting – case summaries, quarterly reports, etc.). When the Firm is making a recommendation that ATRS seek a leadership role in a case, the Firm will continue to provide detailed research memoranda to ATRS for review and be available to answer any questions in connection with matter (discussed in further detail immediately below). Once again, all of our reporting is available online for ATRS staff and Board review (also discussed above in response to Question E.3.A – “Online Access”). The Firm is also able to accommodate whatever reporting structure/frequency works best for ATRS going forward.

Below please find summary information on how we make recommendations to our clients for both securities class actions and individual actions.

Determining and Recommending Lead Plaintiff/Active Participation

Again, Kessler Topaz has a Case Evaluation Department consisting of six attorneys whose primary responsibility is to evaluate and analyze the merits of potential class actions or opt-out suits. These attorneys – who focus their practice on servicing the needs of institutional investors – collectively have more than 50 years of experience litigating federal securities class action and opt-out lawsuits in various jurisdictions. We believe that by committing an entire team of skilled securities litigators to the case evaluation process, we are uniquely positioned to provide to our clients timely, comprehensive, and highly detailed analysis regarding the merits and risks of a particular course of action, including analysis of changes in the law and real world difficulties in prosecuting cases.

We typically employ the following methodology for analyzing cases: When a securities class action lawsuit is filed, our Case Evaluation Department reviews the allegations in the pleading and, operating with a

5 points


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degree of professional skepticism, seeks to independently verify each theory of liability. The analysis consists of reviewing: corporate filings with the Securities and Exchange Commission; corporate press releases; conference call transcripts; news articles; analyst reports; executive compensation figures; insider trading reports; and stock price movement (for the company being analyzed as well as the target company’s peers). We also analyze case law in the circuit or jurisdiction where the action is pending, the opinions of the judge assigned to the case, and potential alternative forums for the action. After analyzing the relevant information, attorneys may consult with other departments within the Firm (such as the ERISA or Derivative Departments), forensic accountants and/or other experts to fully analyze the relevant issues and provide a comprehensive recommendation. Our Case Evaluation Department also has at its disposal an internal Investigative Services Department (discussed immediately below) with five full-time investigators led by a former Special Agent with the Federal Bureau of Investigation. Our Investigative Services Department regularly assists our attorneys with developing facts that support theories of liability (either pled in the complaint or developed by our analysis).

Following our investigation, we prepare a comprehensive memorandum summarizing the relevant facts of the case, explaining our theory of liability and analyzing the strengths and weaknesses of every potential claim. This memorandum will analyze arguments likely to be raised by the defendants and includes our assessment of the merits of such arguments. Our analysis strives to provide the client with all of the necessary facts and legal authority to sufficiently weigh the risks and benefits of actively pursuing (or remaining passive in) an action. ATRS can expect to receive a highly-detailed level of reporting from the Firm in order to assist it in deciding whether to take an active role in a particular action. The Firm would also request the opportunity to present the merits of the case in person to answer any questions ATRS may have regarding seeking a leadership position in the action. We believe that the memorandum and subsequent presentation will provide ATRS and its staff with everything needed to decide on whether an active role in a particular case is merited. While this is an important decision we are confident that the information we provide will make the process as efficient as possible.

Although we review every U.S. securities class action filed, along with a number of actions filed overseas, we emphasize that we are highly selective in cases we recommend that a client seek lead or representative status. The Firm only advises clients to seek appointment as lead plaintiff, named plaintiff, or otherwise become actively involved, in cases where our analysis reveals a compelling case of fraud, with significant damages and viable sources of recovery. Where any of the foregoing factors are absent, we recommend that our clients remain passive class members. Even when we advise clients to remain passive, we continuously assess developments and will revisit our recommendation should new facts warrant a different course of action. We strive to ensure that any case we bring to ATRS to consider will be a significant action worthy of leadership by a committed institutional investor.

Determining and Recommending Individual Actions

Kessler Topaz will work closely with ATRS to evaluate the potential rewards of filing a direct/opt-out action if the particular situation merits doing so. However, we do believe that these situations are rare. In determining whether a client should opt-out of a class action and/or file an individual action, we evaluate whether the client can recover a premium over any recovery it would receive as an absent class member. The factors we consider in this evaluation are: (i) the merits of the case; (ii) the securities covered; (iii) the class period; (iv) the defined class; (v) the size of the client’s loss; (vi) class-wide damages; and (vii) potential causes of action available in an individual suit that may not be available in a class action. Clients must consider and weigh the fact that there is generally more work involved for the fund and its staff in opt-out litigation against whether the chances for a greater financial recovery make this extra work worthwhile.

The decision to opt-out of a class action is generally based on the relevant factors identified above. We typically recommend that a client consider opting-out of a class action early and file an individual complaint, prior to the commencement of discovery in the class action. This approach offers more leverage in that we are in a better position to shape the development of the evidentiary record and avoid undue reliance on litigation decisions by class counsel that could impact any individual suit. By contrast, there is some utility in affirmatively opting-out of a class action, and commencing an individual action, once there is notice that a class has been certified and/or a settlement has been reached in the class action. This approach allows class members to assess how the class action had been litigated and the results achieved before electing to opt-out.

We understand that public pension plans are not often involved in pursuing individual actions and that internal staff is generally overburdened with their normal everyday duties. For these reasons we want to ensure that any case we bring to ATRS to consider will be a strong enough case that the time commitment required will be viewed as worthwhile. Again, ATRS can expect to receive a detailed research


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memorandum in order to assist in deciding whether to opt-out in a particular action, and members of the Firm will be available to present our recommendation in person or by phone.

D. Describe how your law firm will provide filing of proofs of claim for domestic andinternational cases for ATRS.

Kessler Topaz understands that the recovery of money from securities class actions is extremely important to pension funds of all sizes. For all monitoring clients we offer to prepare and submit proof of claim forms on their behalf, prepare authority letters when necessary, and work directly with the claims administrators to resolve deficiencies and any other issues that may arise in the course of settlement administration.

As an initial matter, with regard to handling settlements, we track all securities class action settlements along with the deadlines for filing claims. Every time a settlement is announced, our Securities Tracker team searches our transaction database (containing all client transaction history) to determine which clients traded in a relevant security during the applicable class period and therefore have shares to claim. Our team then will analyze the transactions in each client’s claim to confirm that the transaction information is complete and we then follow-up with our clients or their custodians if there are any open data questions that would impact the proper calculation of the claim. At this time, out team prepares and files all of the required paperwork for each claimant and we track each claim through to disbursement to ensure that our clients receive the recoveries to which they are entitled.

The Firm also files claims in non-U.S. jurisdiction case settlements -- something U.S.-based custodians are not in a position to do. Importantly, we are flexible in adjusting this program to meet the needs of each client (for example, several clients have elected to have the Firm be responsible for submitting claims in non-U.S. actions while the client’s custodian maintains filing responsibility for U.S. claims) and have seen a growing number of clients take advantage of this aspect of our program as it provides a level of service unmatched in the legal field.

Kessler Topaz currently files proofs of claim for over one hundred fifty (150) clients. Over the last nine years, the Firm has assisted its clients with recovering over $300 million in securities class action settlement proceeds – representing more than 20,000 claims submitted in over 800 different settlements/judgments. The Firm’s Securities Tracker team is focused solely on monitoring client investments and processing proofs of claim in settled actions, and is in weekly, if not daily, contact with over twenty (20) claims administrators around the country. If Kessler Topaz is responsible for filing proofs of claim on a client’s behalf, we will provide a settlement chart (posted to the client’s online account), which provides a full listing of every settlement in which a client has a financial interest and an accounting of the settlement proceeds recovered on behalf of the client to date.

The Firm’s claims administration client service program enables trustees to easily inventory the settled actions impacting only their portfolio and allows them to report back to their pensioners on the money they have recovered from shareholder litigation. Importantly, this program enables the Firm’s clients to fulfill their fiduciary duties by diligently protecting assets. Should ATRS ever elect to make a change in its claims filing practices and have the Firm assume claims filing responsibility, we are confident in our ability to ensure that every dollar entitled to ATRS’s pensioners from securities class action settlements and judgments is returned properly.

5 points


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E.4 ETHICS, FIDUCIARY, AND PROFESSIONALISM

A. Provide details (and excerpts/samples if available) of articles written by your law firm’s in-house attorneys that have been published in legal journals covering at least one (1) of thefollowing subjects:

• Class action securities litigation;• Securities law;• Public pension plan litigation, ethics, and/or institutional investors.

Note: Do not include full articles from law firm periodicals and brochures. Excerpts/samples must be included in the response to be considered. Do not refer to outside sources such as websites or other printed or digital media. Items may be submitted on a flash drive and should be clearly labeled and referenced to this evaluation criteria (i.e. “E.4.A. Response”). Below please find a sampling of articles written by Kessler Topaz attorneys that have been published in legal journals and pension-industry periodicals on the subjects listed above. We have included a number of excerpts/samples of these articles on a flash drive labeled “E.4.A.Response.”

Darren J. Check, Partner

Naumon A. Amjed, Darren J. Check, Jonathan R. Davidson, The Basics of Class Certification: Supreme Court Issues Landmark Ruling Reaffirming the Applicability of Fraud-on-the-Market Doctrine, Florida Public Pension Trustee Association Voice Magazine (2014)

Darren J. Check, Jonathan R. Davidson, Getting Serious About ESG, International Foundation of Employee Benefit Plans’ Benefits Magazine (April 2013)

Darren J. Check, Jonathan R. Davidson, Filing Proofs of Claim: Recovering Money Rightly Owed to Your Pensioners, International Foundation of Employee Benefit Plans’ Digest (December 2010)

Jonathan R. Davidson, Partner

Jonathan Davidson, Still Having Trouble Getting Your Money Back? You’re Not Alone, Florida Public Pension Trustee Association E-Newsletter (January 2018)

Jonathan Davidson and Emily Christiansen, Still Having Trouble Getting Your Money Back? You’re Not Alone, Georgia Association of Public Pension Trustees Newsletter (January 2018)

Jonathan Davidson, 10 Years Removed from Cox & Thomas: A Survey of the Claims Filing Landscape for U.S. and Non-U.S. Securities Litigation Recoveries, Georgia Association of Public Pension Trustees Newsletter (October 2015)


Darren J. Check, Jonathan R. Davidson, Getting Serious About ESG, International Foundation of Employee Benefit Plans’ Benefits Magazine (April 2013)

Darren J. Check, Jonathan R. Davidson, Filing Proofs of Claim: Recovering Money Rightly Owed to Your Pensioners, International Foundation of Employee Benefit Plans’ Digest (December 2010)

Naumon Amjed, Partner


Lee Rudy, Partner

Lee Rudy, A Hostile Takeover of Shareholder Litigation, Trial Magazine, April 2015

5 points


SP-20-0012 Page 39 of 46

Lee Rudy, “New Corporate Bylaws Allow Directors to Write the Rules for Stockholder Litigation,” Elon Business Law Journal, May 2015

Lee Rudy, “Zuckerberg Forced to Capitulate on Plan to Unlawfully Extend His Voting Control Over FB,” The Legal Intelligencer, February 19, 2018

Geoffrey C. Jarvis, Partner

Jay W. Eisenhofer, Geoffrey C. Jarvis, James R. Banko, Securities Fraud, Stock Price Valuation, and Loss Causation: Toward A Corporate Finance-Based Theory of Loss Causation, 59 Bus. Law. 1419, 1426 (2004)(quotations and footnotes omitted) (cited in multiple cases including In re Pfizer Inc. Securities Litigation, 819 F.3d 642, 649 (2d Cir 2016); Mineworkers' Pension Scheme v. First Solar Incorporated, 881 F.3d 750, 754 (9th Cir. 2018); U.S. v. Zolp, 479 F.3d 715, 719 (9th Cir. 2007)).

Jarvis, G., State Appraisal Statutes: An Underutilized Shareholder Remedy, Corporate Governance Advisor, Volume 13, Issue 3 (May/June 2005).

Matthew Mustokoff, Partner

“Loss Causation on Trial in Rule 10b-5 Litigation a Decade After Dura,” Rutgers University Law Review (Fall 2017)

"Damages and Predominance in Securities Class Actions After Comcast," Review of Securities & Commodities Regulation (June 2015)

"Foreign Law Securities Fraud Claims in U.S. Courts After Morrison,” ABA Securities Litigation Journal (Winter 2014)

“Proving Securities Fraud Damages at Trial,” Review of Securities & Commodities Regulation (June 2013)

“Is Item 303 Liability Under the Securities Act Becoming a ‘Trend’?,” ABA Securities Litigation Journal (Summer 2012)

“The Maintenance Theory of Inflation in Fraud-on-the-Market Cases,” Securities Regulation Law Journal (Spring 2012)

“Statistical Significance, Materiality, and the Duty to Disclose,” ABA Securities Litigation Journal (Fall 2010)

“Delaware and Insider Trading: The Chancery Court Rejects Federal Preemption Arguments of Corporate Directors,” Securities Regulation Law Journal (Summer 2010)

“The Pitfalls of Waiver in Corporate Prosecutions: Sharing Work Product with the Government,” Securities Regulation Law Journal (Fall 2009)

“Fraud Not on the Market: Rebutting the Presumption of Reliance Twenty Years After Basic Inc. v. Levinson,” Hastings Business Law Journal (Spring 2008)

“Scheme Liability Under Rule 10b-5: The New Battleground in Securities Fraud Litigation,” The Federal Lawyer (June 2006)

"Proving Scienter in SEC Aiding and Abetting Cases," Insights: The Corporate & Securities Law Advisor (May 2006)

“Sovereign Immunity and the Crisis of Constitutional Absolutism: Interpreting the Eleventh Amendment After Alden v. Maine,” Maine Law Review (2001)


SP-20-0012 Page 40 of 46

Emily Christiansen, Associate

Emily Christiansen, 10 Years Removed from Cox & Thomas: A Survey of the Claims Filing Landscape for U.S. and Non-U.S. Securities Litigation Recoveries, Georgia Association of Public Pension Trustees Newsletter (October 2015)

B. Provide details (and excerpts/samples if available) of speaking engagements given by yourlaw firm’s in-house attorneys covering at least one (1) of the following subjects:


Note: Excerpts/samples must be included in the response to be considered. Do not refer to outside sources such as websites or other printed or digital media. Items may be submitted on a flash drive and should be clearly labeled and referenced to this evaluation criteria (i.e. “E.4.B. Response”).

Kessler Topaz attorneys are frequent participants in the public/governmental pension fund and institutional investor community through attendance and speaking engagements at annual and semi-annual conference events around the world. Below please find a sampling of speaking engagements of Kessler Topaz attorneys over the past several years. We have included excerpts/samples of presentation materials (conference agendas, PowerPoints) for a number of these engagements on a flash drive labeled “E.4.B.Response.”

Darren J. Check, Partner

Funds Activity In Corporate Governance, International Foundation of Employee Benefit Plans’ Annual Conference (October 22, 2019 *upcoming engagement) (San Diego Convention Center, San Diego, CA) Grappling with the Growing Array of Obstacles in Pursuing non-US Actions Post-Morrison, 9th Annual Evolving Fiduciary Obligation of Institutional Investors Conference (June 25-26, 2018) (Hyatt Regency Savannah, Savannah, GA)

Behaving Badly: The Non-U.S. Corporate Scandal Wave, Professional Liability Underwriting Society (PLUS) Directors & Officers Symposium (February 8-9, 2017) (Marriott Marquis Hotel, New York, NY)

Foreign Securities Litigation: How Can Investors Address Their Fiduciary Duty to Pursue Recovery When the Rules Are Uncertain? 7th Annual Evolving Fiduciary Obligation of Institutional Investors Conference (February 16, 2016) (Omni Shoreham Hotel, Washington D.C.)

Grappling with the Growing Array of Obstacles in Pursuing non-US Actions Post-Morrison, 9th Annual Evolving Fiduciary Obligation of Institutional Investors Conference (June 25-26, 2018) (Hyatt Regency Savannah, Savannah, GA)

Jonathan R. Davidson, Partner

Recent Legal Developments, National Conference on Public Employee Retirement Systems’ Annual Conference & Exhibition (May 19-22, 2019) (Hilton Austin Hotel, Austin, TX) (annual participation in this event for past several years)

Trends In Shareholder Litigation: Are Your Investments Protected?, International Municipal Lawyers Association’s 83rd Annual Conference (October 17-21, 2018) (Hilton Americas-Houston, Houston, TX)

International Shareholder Litigation: Coping With Increasing Jurisdictions and Not Leaving Money on the Table, Council of Institutional Investors Winter 2017 Conference (February 28, 2017) (Mandarin Oriental Hotel, Washington, D.C.)

5 points


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Securities Litigation: What Have Florida Plans Been Up To?, Florida Public Pension Trustees Association Winter Trustee School (February 3-6, 2019) (Rosen Centre Hotel, Orlando, FL)

Claims Administration In Securities Class Actions: What Florida Public Pension Trustees Need to Know, Florida Public Pension Trustees Association Fall Trustee School (October 9, 2017) (Tampa Marriott Waterside Hotel & Marina (Tampa, FL)

Litigation Outside the U.S., Georgia Association of Public Pension Trustees Fourth Annual Trustee School (March 20-22, 2017) (Macon Marriott Hotel, Macon, GA)

Litigation Outside the U.S., Florida Public Pension Trustees Association Fall Trustees School (September 25-28, 2016) (Hyatt Regency Coconut Point, Bonita Springs, FL)

Securities Litigation and the Market Cycle, Florida Public Pension Trustee Association Wall Street Program (April 2, 2016) ( Marriott East Side Hotel, New York, NY)

What Public Safety Pension Funds Need to Know About Shareholder Litigation, International Association of Fire Fighters 2nd District Leadership Summit & Symposium (November 16, 2016) (Doubletree by Hilton Hotel, Columbia, MO)

Evaluating Service Providers: Shareholder Litigation Firms & Proxy Voting Services, 11th Annual Pennsylvania Association of Public Employee Retirement Systems Spring Forum (May 21, 2015) (Hilton Hotel, Harrisburg, PA)

Naumon Amjed, Partner

Trends in Shareholder Litigation: An Important Update for US Institutions, 7th Annual Evolving Fiduciary Obligation of Institutional Investors Conference (February 16, 2016) (Omni Shoreham Hotel, Washington D.C.)

Lee Rudy, Partner

AIG Financial Lines Panel Conference (panelist), September 15, 2009, Stowe, VT

Chartis 2010 D&O Market Trends Seminar Series (panelist), June 10, 2010, Chicago, IL

“Shareholder Derivative and Takeover Litigation: Why Public Pension Funds Are Taking An Active Role,” CALAPRS Attorney Round Table, June 8, 2012, San Jose, CA


“Southern Peru Copper Derivative Litigation: Historic $2 billion Trial Victory and Case Study in Board Room Sociology,” The Rights & Responsibilities of Institutional Investors, March 22, 2012, Amsterdam

“Asset Recovery Update: The Current Landscape of Securities Litigation” (panelist), 2nd Annual New England Institutional Investors Forum, November 19, 2014, Boston, MA

“Current Developments in Delaware Law: What Should Keep Investors Awake At Night,” Council of Institutional Investors (panelist via teleconference), November 19, 2014

“Fee Shifting Provisions and How Investors Are Fighting Back,” RRII 2015, Amsterdam, Netherlands

“Exploring the Delaware Legislative Proposal To Restrict Fee Shifting” (Panelist), EFOPP, February 10, 2015, Phoenix, Arizona


“Delaware Case Law Update,” Council of Institutional Investors (panelist via teleconference), January 20, 2016

“The Dole Company Merger Litigation”, 7th Annual Evolving Fiduciary Obligations of Institutional Investors Conference (February 16, 2016) (Omni Shoreham Hotel, Washington D.C.)


SP-20-0012 Page 42 of 46

“No Vote Stock And Shareowner Litigation,” Council of Institutional Investors (panelist via teleconference), September 6, 2017

“Facebook, Zuckerberg and Perpetual Control,” 13th Annual: The Rights & Responsibilities of Institutional Investors (March 8-9, 2018) (NH Grand Hotel Krasnapolsky, Amsterdam, Netherlands)

“Allergan, Bill Ackman, and Valeant’s Hostile Bid,” The 2018 Institutional Governance and Legal Symposium (May 2-3, 2018) (London, UK)

AIG Financial Lines Panel Conference (panelist), May 14, 2018, New York

David Kessler, Partner

Securities Litigation 2019: From Investigation to Trial (Live Seminar), Practising Law Institute (April 1, 2019) (https://www.pli.edu/programs/securities-litigation?t=ondemand)

Stuart Berman, Partner


The Volkswagen Litigation: A Truly Global Shareholder Action, 8th Annual Evolving Fiduciary Obligation of Institutional Investors Conference (February 21, 2017) (Tempe Mission Palms, Tempe, AZ)

Volkswagen Case Study, 12th Annual The Rights & Responsibilities of Institutional Investors (March 9-10, 2017) (NH Grand Hotel Krasnapolsky, Amsterdam, Netherlands)

Sharan Nirmul, Partner

General Electric: Fall of an American Icon, 14th Annual: The Rights & Responsibilities of Institutional Investors (March 7-8, 2019) (Amsterdam, Netherlands)

Matthew Mustokoff, Partner

The Proliferation of Shareholder Opt-Out Litigation After ANZ Securities: Prosecuting, Defending and Settling Direct Actions, American Bar Association Section of Litigation Annual Conference, San Diego, CA, May 3, 2018

Recent Developments in Securities Class Actions: Class Certification After Halliburton II, NERA Economic Consulting’s 16th Securities and Finance Summer Seminar, Park City, Utah, July 4, 2016

Opting Out of the Petrobras Class Action, Institutional Investors Forum, Washington D.C., October 27, 2016

The Petrobras Litigation: A Case Study in Political Scandal, Cartelism and Financial Fraud, The Rights and Responsibilities of Institutional Investors Conference, Amsterdam, Netherlands (March 10, 2016)

Are the Courtroom Doors Closing to U.S. Investors? Erosions in Shareholders’ Rights and What Investors Can Do to Reverse the Trend, Fifth Annual Evolving Fiduciary Obligations of Pension Plans Seminar, Washington, D.C., February 18, 2014

Delaware Deal Litigation: The Plaintiff’s Perspective, Benjamin Cardozo School of Law, Corporate Governance Seminar, New York, New York, December 7, 2010

Conducting Internal Investigations and Making Voluntary Disclosures: Is it Worth the Risk?, 2010 American Bar Association Section of Litigation Annual Conference, New York, April 22, 2010


https://www.pli.edu/programs/securities-litigation?t=ondemand

SP-20-0012 Page 43 of 46

Jennifer Joost, Partner

SCOTUS: Where is the Court Headed, How Will this Affect Shareholders, and What Role Will Politics Play in this New World? 2019 Litigation and Governance Trends for Asset Management Firms (April 30-May 1, 2019) (Waldorf Astoria, Chicago, IL)

Eric Zagar, Partner

“A Review of Options Backdating Settlements and Corporate Governance” Journal of Securities Law, Regulation & Compliance Volume 2, Number 3 (Winter 2008)

Dan Albert, Partner

Changes in M&A Litigation: The Migration from Chancery Court to 10B-5 Securities Class Actions, Symposium for Judges: The Economics of Corporate & Securities Law (April 12-14, 2018) (The Rancho Bernardo Inn, San Diego, CA)

Emily Christiansen, Associate

Lessons Learned from Volkswagen, 4th Annual IBA Corporate Governance Conference (7-8 December 2017) (Frankfurt, Germany)


Securities Litigation Under the Japanese Financial Instruments and Exchange Act and in Other Asian Countries: Progress and Predictions, 2016 American Bar Association Section of International Law Fall Meeting (October 21, 2016) (Hilton Hotel, Tokyo, Japan)

An Uneven Race: Collective Redress Remedies in the EU and US”, American Bar Association Webinar, June 15, 2016

A Carrot or a Stick: What is the Best Approach for Encouraging and Shaping Corporate Social Responsibility Policies, 2014 American Bar Association Section of International Law Spring Meeting (April 2, 2014)

Collective Action: Pension Plan Involvement in Class Actions, Benefits Without Borders: Global Pension and Employee Benefits Lawyers Conference (June 22-24, 2014) (Chicago, IL)

C. Provide details (and excerpts/samples if available) of education provided by your lawfirm’s in- house attorneys to other attorneys covering at least one (1) of the followingsubjects:


Note: Excerpts/samples must be included in the response to be considered. Do not refer to outside sources such as websites or other printed or digital media. Items may be submitted on a flash drive and should be clearly labeled and referenced to this evaluation criteria (i.e. “E.4.C. Response”).

Kessler Topaz is committed to institutional investor education. The Firm goes to great lengths to keep its clients abreast of all relevant developments in shareholder litigation impacting their investments. To that end, the Firm publishes a quarterly newsletter on shareholder litigation and also has developed two annual conferences which serve to educate public pension plan trustees and other institutional investors on the important issues facing the retirement industry. We have included excerpts/samples of these items (recent Firm newsletters, conference agendas) on a flash drive labeled “E.4.C.Response.”

5 points


SP-20-0012 Page 44 of 46

Annual Investor Conferences

Kessler Topaz is proud to have developed two annual conferences of our own (described below), bringing together public pension fund trustees, investment staff and fund counsel, as well as industry professionals and legislators, to focus on corporate governance, fiduciary obligations, and other issues pertinent to institutional investors. These seminars are a reflection of Kessler Topaz’s commitment to not only serving as legal counsel to its clients, but also to being an educator on all issues related to shareholder activism and asset protection and recovery. The Firm’s philosophy is that an educated client not only serves itself better, but with proper education, serves the interests of others as well.

The Rights and Responsibilities of Institutional Investors (RRII)

Since 2006, the RRII seminar, held each March in Amsterdam, Netherlands, is dedicated to educating investors about their rights and responsibilities with respect to their U.S. and global investments. This annual meeting provides a forum for leaders in the investment and legal community to explore the role that active ownership and shareholder rights can play in better serving their funds and their beneficiaries.

Each year over 100 senior executives and legal and compliance professionals from public pension funds, mutual fund companies, hedge funds, insurance companies, and other institutional investors and their advisors from around the globe, come together to share experiences and learn more about approaches to active ownership and what they can do to protect and enhance their assets. Past keynote speakers have included 42nd President of the United States Bill Clinton, President Mikhail Gorbachev, Former Prime Minister Tony Blair, Vice President Al Gore, Sir Richard Branson, and United Nations Secretary General Kofi Annan. In addition, the agenda includes high level speakers from many of the world’s largest institutional investors and the academic community.

The Evolving Fiduciary Obligations of Institutional Investors (EFOII)

Beginning in 2010, the EFOII seminar, held at various locations throughout the United States, has provided a comprehensive examination of many vital issues that the advisors of pension plans and other institutional investors must understand in order to properly fulfill their roles. It offered objective viewpoints on how fiduciaries can best meet their goals and avoid problems, in addition to timely information and guidance on various legal alternatives available to resolve issues as they surface. Over the course of this conference, attendees have heard from a variety of peers and outside experts who share their knowledge, experience, and expertise about the most critical issues facing plan sponsors, their legal counsel, and their boards.

Past keynote speakers have included Vice President Al Gore, former U.S. Secretary of State and Chairman of the Joint Chiefs of Staff General Colin L. Powell, former U.S. Secretary of State Madeleine K. Albright, former U.S. Representative Barney Frank, former U.S. Securities and Exchange CommissionChairman Richard Breeden, political/media personalities James Carville and Mary Matalin, as well ashigh level speakers from many of the nation’s largest institutional investors and the academic community.

Educational Seminars

Kessler Topaz also has a great deal of experience providing half-day and full-day seminars to legal and investment professionals on the topics of securities fraud and shareholder litigation. Over the past decade, the Firm has provided such seminars to public pension funds as well as private investors from the United States and Europe. Topics have included:

-Class Action Case Development;-Portfolio Monitoring;-Morrison v. National Australia Bank and the Non-U.S. Jurisdiction Shareholder Litigation Landscape-Being Appointed and Serving as a Lead Plaintiff;-Litigating a Securities Class Action;-Direct Actions and Opt-Outs;-Derivative and Takeover Litigation;-The Settlement Process and the Importance of Proper Claims Administration

We would be happy to provide these seminars, complete with handout materials and full power-point presentations for each topic (samples included on flash drive labeled “E.4.C.Response”), at ATRS’s office or any other convenient location.


SP-20-0012 Page 45 of 46

D. Discuss whether your law firm, a partner to your law firm, or any lead attorneys proposed toprovide services for ATRS have ever had a formal grievance and/or complaint lodged againstthem pursuant to the applicable disciplinary rules. Provide outcomes of the grievances and/orcomplaints, explanations, and tell what actions the applicable party has taken to remedy thematter(s).

If no formal grievances or complaints have been lodged against your law firm, a partner to yourlaw firm, or any lead attorneys proposed to provide services for ATRS, discuss practices and/orpolicies your law firm has in place to avoid such grievance and complaints.

No formal grievances or complaints have been lodged against our Firm, a partner at the Firm, or anylead attorneys proposed to provide services to ATRS. With regard to our practices/policies in place toavoid such grievances and complaints, ATRS should know that ethical representation of all clients is aprimary goal of Kessler Topaz for which there is no compromise. From the outset, our portfoliomonitoring and claims administration services are governed by a monitoring agreement whichprovides that, at no charge and with no expectation of representation in a shareholder action, the Firmwill help ensure that its clients 1) fulfill their fiduciary duty to plan members by having a proper systemin place to track and manage all shareholder litigation which impacts their portfolios; and 2) arediligently working to retrieve their pro-rata share of proceeds from securities class actionsettlements. With regard litigation representation, Kessler Topaz is a zealous advocate for our clientsand the classes they represent. We value our credibility when recommending that our clients take anactive role in a case and only advise our clients to seek a leadership position or file an individualaction (both here in the United States and abroad) in instances of compelling corporate fraud ormalfeasance, with significant damages and viable sources of recovery. We make no guarantees ofvictory nor promises of extra benefits (financial or otherwise) for serving in a representative role in amatter -- beyond what their fund is entitled to as a pro-rata share of any recovery. Once involved in acase, we ensure our clients are kept up to speed on the litigation, review every pertinent filing prior tofiling, are consulted on every major case decision, and we also vigorously prepare our clients for theirdepositions. Our goal is to provide an ethical, positive case experience to our clients regardless of theultimate outcome.

In order to maintain a consistent high standard of professional ethics, the Firm’s Management Committee, comprised of five equity partners, along with the Firm’s other equity and non-equity partners, meet regularly to review the progress of all cases. These Firm members provide over-arching support to all Firm departments to help the Firm ethically navigate the important shareholder litigation we have been entrusted by institutional investors to lead. Finally, the Firm offers monthly in-house CLEs conducted by a reputable professional organization for all Firm attorneys to attend. Most of these courses contain some ethical component.

5 points

E. Discuss whether your law firm, a partner to your law firm, or any lead attorneys proposed toprovide services for ATRS have ever been sued for malpractice or any civil or criminalregulatory enforcement action in connection with any type of legal representation, and whetherany such attorneys have been sued individually with respect to any type of personalinvestment or other personal or business involvement concerning an underwriter or issuer ofsecurities, investment adviser, investment company, securities broker-dealer, insurer, realestate transaction, or a lending institution. Provide outcomes of the suits, explanations, and tellwhat actions the applicable party has taken to remedy the matter(s).

If no malpractice suits have been filed and/or no civil or criminal regulatory enforcementactions have been taken against your law firm, a partner to your law firm, or any lead attorneysproposed to provide services for ATRS, discuss practices and/or policies your law firm has inplace to avoid such actions.

A malpractice action, dismissed in 2012, was brought in the New York Supreme Court in 2007 againstthree co-lead counsel firms, which included Kessler Topaz’s predecessor firm, Schiffrin & Barroway,LLP, and several individuals, relating to a $136 million settlement achieved in a securities class actionagainst Computer Associates, Inc. The suit was filed by absent class member Sam Wyly, after hefailed to convince Judge Platt of the District Court for the Eastern District of New York to reopen ajudgment approving the settlement against Computer Associates, Inc. and awarding attorney’s fees.The malpractice suit alleged that Co-Lead Counsel acted improperly by obtaining Court approval ofthe settlement in the action. Despite receiving timely notice of the settlement, Mr. Wyly failed to seekexclusion from or opt-out of the settlement in accordance with the deadlines set forth therein. Mr.

5 points


SP-20-0012 Page 46 of 46

Wyly then sought to reopen the judgment, based upon claims that Computer Associates had defrauded the Class and the Court by withholding certain documents until the Court's approval of the settlement was obtained. However, after being provided with the very documents he claimed should have been produced earlier and after being unable to come up with any “new” evidence, Judge Platt denied Mr. Wyly's motion in its entirety and refused to overturn the settlement or reopen the judgment. Mr. Wyly subsequently filed the aforementioned New York state court action alleging, among other counts, malpractice. In 2010, Judge Platt enjoined the malpractice case, stating that an injunction was “necessary in aid of its jurisdiction” and necessary in order to avoid re-litigation of the issue of the fairness of the settlement and the fee award in another court. On October 10, 2012, Judge Jose Cabranes, writing for the Second Circuit Court of Appeals, ruled that Judge Platt was correct to have enjoined the state court malpractice case given his prior decision that the fees were fair and reasonable.

F. List any court sanctions for securities litigation representation and any court sanctions or StateBar actions for ethical violations and/or irregular billing practices filed against your law firm.Provide explanations and tell what actions the applicable party has taken to remedy thematter(s). 5 points

If no sanctions have been filed against your law firm, discuss practices and/or policies yourlaw firm has in place to avoid such sanctions.

In In re BankAtlantic Bancorp, Inc. Securities Litigation, Civ. No. 07-61542-CIV-UNGARO (S.D. Fla.), Kessler Topaz as one of two law firms serving as Class Counsel, tried the action before a jury in the Southern District of Florida in October 2010. The trial lasted approximately four weeks. After five days of deliberation, the jury returned a unanimous verdict for the plaintiffs’ class. Defendants then moved for a Judgment as a Matter of Law. In a 120-plus page opinion, the Judge found for plaintiffs on every issue but one - a highly technical matter relating to the expert evidence presented at trial. Specifically, the Court held that the expert evidence was insufficient to demonstrate that the plaintiffs' damages were caused by a revelation of the alleged fraud and, thus, the Court reversed the verdict. Plaintiffs appealed the decision to the Eleventh Circuit, which found that the District Court committed reversible error, but affirmed the lower court's decision on separate, but related grounds. The Eleventh Circuit held that plaintiffs failed to proffer evidence demonstrating that it was defendants' fraudulent conduct, rather than the declining Florida real estate market, that caused BankAtlantic's stock price to fall and, thus, plaintiffs' damages. Plaintiffs filed a motion for rehearing demonstrating that they put forth ample evidence at trial that BankAtlantic's stock price did not decline as a result of the deteriorating Florida real estate market. The Eleventh Circuit denied the motion and the case is now closed. Following the District Court's reversal of the verdict, defendants moved for sanctions against the Class Plaintiffs and Class Counsel. The Judge largely denied defendants' motion. The Judge did find, however, that Class Counsel committed a limited technical violation of Rule 11(b) by including in the pleadings some information provided by a confidential witness. While the Judge found that the five allegations attributed to the confidential witness (within the 260-plus allegation complaint) were supported by the record evidence and the violation did not amount to a substantial failure of those pleadings to comply with Rule 11(b), she determined that Class Counsel did not provide sufficient and accurate detail about the witness's former position with BankAtlantic in the pleadings so as to properly assess the weight of the allegations. The Court required Class Counsel to pay certain modest costs associated with the confidential witness's deposition and the filing of defendants' motion. Notably, Kessler Topaz was appointed as Class Counsel along with Lead Counsel at the Class Certification stage of this litigation and, thus, was not a signatory to the operative complaint, which fact should have precluded the imposition of any sanctions under the Federal Rules of Civil Procedure.

In the action styled In re Star Gas Securities Litigation, Civ. No. 3:04cv1766 (D. Conn.), Judge Arterton of the District of Connecticut dismissed Lead Plaintiffs’ Consolidated Amended Complaint (the “CAC”) in August 2006 with prejudice. Lead Plaintiffs sought to appeal Judge Arterton’s decision, believing in the merits of the allegations. The 2nd Circuit Court of Appeals ultimately affirmed Judge Arterton’s dismissal with prejudice and Defendants then moved for sanctions. While hotly contested, Judge Arterton found that certain claims in the complaint lacked factual support and, therefore, did not comply with Rule 11. Kessler Topaz, as one of two law firms that served as Lead Counsel, believes that the Judge selectively chose certain allegations in the CAC, while ignoring many other relevant factual averments. The matter was resolved privately amongst the parties.


Documents

RESPONSE SIGNATURE PAGE - Arkansas