Lee D. Rudy


  • Fordham University School of Law
    J.D. 1996
  • University of Pennsylvania
    B.A. 1992, cum laude
  • New York
  • Pennsylvania
  • USDC, Eastern District of Pennsylvania

Former federal and state prosecutor Lee D. Rudy brings a wealth of trial experience to representing clients in complex litigation.  Many of Lee’s cases relate to corporate governance failures, such as self-dealing merger transactions or the “backdating” of stock options.  Working on behalf of both institutional and individual shareholders, Lee has obtained significant monetary recoveries and helped bring about corporate governance improvements for numerous companies and shareholders.

As co-lead trial counsel in the landmark Southern Peru litigation, Lee won a $2 billion trial verdict against Southern Peru’s majority shareholder in connection with the shareholder’s sale of assets to the company at an inflated price. He has served as lead counsel in several additional high-profile cases challenging unfair mergers or other corporate transactions.  Lee is also a frequent speaker on corporate governance and shareholder litigation, at both investor and corporate forums.

Lee also co-chairs the Firm’s qui tam and whistleblower practices, where he represents whistleblowers before administrative agencies and in court.  Prior to civil practice, Lee served for nearly a decade as a state and federal prosecutor in the Manhattan District Attorney’s Office and the US Attorney’s Office for the District of New Jersey, where he prosecuted dozens of jury trials through verdict.

Ongoing Cases
  • We are co-lead counsel in a class action on behalf of Facebook stockholders challenging CEO Mark Zuckerberg’s proposal to secure perpetual voting control over Facebook by issuing a new class of non-voting common stock. Zuckerberg owns approximately 15% of Facebook’s outstanding shares but controls over 60% of the voting power through his ownership of ten-vote-per-share Class B stock. In 2015 Zuckerberg and his wife decided to create a charitable corporation to which they would give virtually all of their wealth, but Zuckerberg did not want to relinquish his voting control of Facebook.

    Zuckerberg’s solution was to issue to all Facebook stockholders, including himself, new “Class C” stock that had no voting rights, so he could give away the no-vote Class C stock but keep the high-vote Class B stock and thereby maintain control for as long he wished. The issuance of the non-voting stock would substantially dilute the value of Facebook stock held by all other stockholders. Plaintiffs, including Swedish pension fund AP7, allege that Zuckerberg and the other members of Facebook’s Board of Directors, several of whom have close ties to Zuckerberg, breached their fiduciary duties by approving Zuckerberg’s plan to maintain perpetual control without compensating stockholders for the dilution the plan would inflict on them. The case is currently in the discovery phase and is scheduled to go to trial in October 2017.

Representative Outcomes
  • Obtained injunction in class action litigation that stopped a proposed private equity buyout from going forward at an inadequate price. 

    The court ordered the company to disclose to shareholders that it had received—and refused—a superior offer from a third party. As a result, the proposed transaction broke up and the company sold for a 13% premium on the original deal. The court complimented the “exceptionally favorable result for Amicas’ shareholders.”

  • Served as co-lead counsel in expedited merger litigation challenging Harleysville’s agreement to sell the company to Nationwide Insurance Company (Nationwide).

    Plaintiffs alleged that policyholders were entitled to receive cash in the merger in exchange for their ownership interests in the company, not just new Nationwide policies. Plaintiffs also alleged that the merger was “fundamentally unfair” under Pennsylvania law. The defendants contested the allegations and contended that the claims could not be prosecuted directly by policyholders (as opposed to derivatively on the company’s behalf). Following a two-day preliminary injunction hearing, we settled the case in exchange for a $26 million cash payment to policyholders.  

  • On September 12, 2017, the Delaware Chancery Court approved one of the largest class action M&A settlements in the history of the Delaware Chancery Court, a $86.5 million settlement relating to the acquisition of ExamWorks Group, Inc. by private equity firm Leonard Green & Partners, LP.

    The settlement caused ExamWorks stockholders to receive a 6% improvement on the $35.05 per share merger consideration negotiated by the defendants. This amount is unusual especially for litigation challenging a third-party merger. The settlement amount is also noteworthy because it includes a $46.5 million contribution from ExamWorks’ outside legal counsel, Paul Hastings LLP.

  • Co-lead counsel on behalf of the Retirement Board of Allegheny County in a $32 million settlement of shareholder derivative action brought against Monster officers and directors for “backdating” grant dates of company stock options to grant options at artificially low prices.

    Settlement also included significant corporate governance measures. 

  • Secured the largest damage award in Delaware Chancery Court history in a shareholder derivative action against copper mining company Southern Peru’s majority shareholder, Grupo Mexico. 

    In 2005, Southern Peru’s acquired Minera Mexico, a private mining company owned by Grupo Mexico, for more than $3 billion in Southern Peru stock. At trial, we alleged that Grupo Mexico had caused Southern Peru to grossly overpay for the private company. The trial court agreed and ordered Grupo Mexico to pay more than $2 billion in damages and interest. The Delaware Supreme Court affirmed on appeal.

  • Represented shareholders in derivative litigation challenging board’s decision to accelerate “golden parachute” payments to South Financial Group’s CEO as the company applied for emergency assistance in 2008 under the Troubled Asset Recovery Plan (TARP). 

    We sought injunctive relief to block the payments and protect the company’s ability to receive the TARP funds. The litigation was settled with the CEO giving up part of his severance package and agreeing to leave the board, as well as the implementation of important corporate governance changes one commentator described as “unprecedented.”