Kristen L. Ross


  • Saint Joseph's University
    B.A. 2003, magna cum laude, Phi Beta Kappa
  • The George Washington University Law School
    J.D. 2007, with honors
  • Pennsylvania
  • New Jersey
  • USDC, Eastern District of Pennsylvania
  • USDC, District of New Jersey
  • USDC, Western District of Tennessee
  • United States Bankruptcy Court, District of New Jersey

Kristen L. Ross, an associate of the Firm, concentrates her practice in shareholder derivative and class action litigation arising out of corporate wrongs.

Representing individual and institutional investors in state and federal courts across the United States, Kristen has helped secure significant monetary recovery and corporate governance reforms for numerous corporations and their shareholders.  Prior to joining the firm, Kristen was an associate in the litigation department of a large Philadelphia-based law firm, with a focus in the bankruptcy and foreclosure actions.  During law school, Kristen served as an intern with the United States Attorney’s Office for the Eastern District of Pennsylvania. 

Ongoing Cases
  • Kessler Topaz is co-lead counsel in a derivative and class action on behalf of Tesla, Inc. and its minority stockholders challenging Tesla’s 2016 acquisition of SolarCity Corporation. Plaintiffs allege that the acquisition was essentially a bailout of the financially struggling SolarCity, which was founded and run by Elon Musk’s cousins. At the time of the acquisition, Elon Musk was Chairman of both Boards of Directors and the largest stockholder of both Tesla and SolarCity. Six of the seven members of Tesla’s Board of Directors, their family members and/or business partners were investors in SolarCity and therefore benefited from the acquisition, which allowed SolarCity to escape an impending threat of bankruptcy.

    first obtaining non-public books and records of Tesla relating to the acquisition, Plaintiffs filed an action in the Delaware Court of Chancery alleging that the Board’s approval of the acquisition constituted a breach of fiduciary duties and a waste of Tesla’s assets. A hearing on defendants’ motion to dismiss is scheduled for December 13, 2017.

Representative Outcomes
  • Kessler Topaz represented stockholders of four closed-end mutual funds in a derivative action against the funds’ former investment advisor, Morgan Asset Management.

    Plaintiffs alleged that the defendants mismanaged the funds by investing in riskier securities than permitted by the funds’ governing documents and, after the values of these securities began to precipitously decline beginning in early 2007, cover up their wrongdoing by assigning phony values to the funds’ investments and failing to disclose the extent of the decrease in value of the funds’ assets. In a rare occurrence in derivative litigation, the funds’ Boards of Directors eventually hired Kessler Topaz to prosecute the claims against the defendants on behalf of the funds. Our litigation efforts led to a settlement that recovered $6 million for the funds and ensured that the funds would not be responsible for making any payment to resolve claims asserted against them in a related multi-million dollar securities class action. The fund’s Boards fully supported and endorsed the settlement, which was negotiated independently of the parallel securities class action.

  • This derivative action challenged improper bonuses paid to two company executives of this small pharmaceutical company that had never turned a profit.

    In response to the complaint, Hemispherx’s board first adopted a “fee-shifting” bylaw that would have required stockholder plaintiffs to pay the company’s legal fees unless the plaintiffs achieved 100% of the relief they sought. This sort of bylaw, if adopted more broadly, could substantially curtail meritorious litigation by stockholders unwilling to risk losing millions of dollars if they bring an unsuccsessful case. After Kessler Topaz presented its argument in court, Hemispherx withdrew the bylaw. Kessler Topaz ultimately negotiated a settlement requiring the two executives to forfeit several million dollars’ worth of accrued but unpaid bonuses, future bonuses and director fees. The company also recovered $1.75 million from its insurance carriers, appointed a new independent director to the board, and revised its compensation program.

  • Served as lead counsel on behalf of the Mississippi Public Employees’ Retirement System in an action alleging that Viacom, Inc.’s (Viacom) Board of Directors of Viacom, Inc. (Viacom) breached its fiduciary duties by paying excessive and unwarranted compensation to Executive Chairman and CEO, Sumner M. Redstone, and co-COOs Thomas E. Freston and Leslie Moonves, at a time when the company was suffering record losses.

    Specifically, in 2004, when Viacom reported a net loss of $17.46 billion, the Board improperly approved compensation payments to Redstone, Freston, and Moonves of approximately $56 million, $52 million, and $52 million, respectively. Under a settlement reached in 2007, Executive Chairman and controlling shareholder Redstone agreed to a new compensation package that substantially reduced his annual salary and cash bonus, and tied the majority of his incentive compensation directly to shareholder returns.