Marc A. Topaz

Partner

EDUCATION
  • New York University School of Law
    LL.M.
  • Temple University Beasley School of Law
    J.D.
ADMISSIONS
  • New Jersey
  • USDC, Eastern District of Pennsylvania
  • USDC, Eastern District of Michigan
  • United States Supreme Court
  • Pennsylvania
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Marc A. Topaz has a keen eye for what makes a successful case. As one of the firm’s most experienced litigators, he helps clients focus their efforts on cases with a favorable mix of facts, law and potential recovery. Marc oversees case initiation and development in complex securities fraud, ERISA, fiduciary, antitrust, shareholder derivative, and mergers and acquisitions actions.

Marc has counselled clients in high-profile class action litigation stemming from the subprime mortgage crisis, including cases seeking recovery for shareholders in companies affected by the crisis, and cases seeking recovery for 401K plan participants who suffered losses in their retirement plans. 

Marc’s commitment to making things right for clients shows in the cases he pursues. Recognizing the importance of effective corporate governance policies in safeguarding investments, Marc has used fiduciary duty litigation to fight for meaningful policy changes. He also played an active role in using option-backdating litigation as a vehicle to re-price erroneously issued options and improve corporate governance.

Experience
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.”

  • Represented an Austrian mutual fund manager, Raiffeisen Capital Management, as co-lead plaintiff in class action litigation alleging that auto-parts manufacturer Delphi Corporation (Delphi) had materially overstated its revenue, net income and financial results over a five-year period. 

    Specifically, we charged that Delphi had improperly (i) treated financing transactions involving inventory as sales and disposition of inventory; (ii) treated financing transactions involving “indirect materials” as sales of these materials; and (iii) accounted for payments made to and credits received from General Motors as warranty settlements and obligations. When the fraudulent accounting practices became known, Delphi was forced to restate five years of earnings, and ultimately declared bankruptcy. We reached a $38 million settlement with Delphi’s outside auditor; in addition, the class has excellent prospects for recovery through bankruptcy litigation. 

  • In a case that a Delaware Chancery Court Vice-Chancellor called “real hard-fought litigation in a complicated setting,” we co-led a challenge to a hostile takeover of Genentech by its majority shareholder, Roche.

    The dispute’s turning point came when we secured an injunction to compel enforcement of the parties’ pre-existing affiliation agreement. As a result, Genentech’s independent directors were able to negotiate an additional $3.9 billion in merger consideration for our client, the Alameda County Employees’ Retirement Association, and the class it represented.

  • Represented the Erie County Employees’ Retirement System, shareholders of GSI Commerce (GSI), in a class action challenging the company’s acquisition by eBay.

    We alleged that GSI’s founder breached his fiduciary duties by negotiating a secret deal with eBay to buy several GSI subsidiaries at below market prices before the eBay acquisition—significantly reducing the acquisition price paid to GSI stockholders. In addition,  we alleged that GSI’s board breached its fiduciary duties to stockholders by allowing the founder’s acquisition and failing to disclose it to stockholders. Plaintiffs achieved a $24 million settlement to address the claims of unfair dealing.

  • Served on the plaintiff’s executive committee for case alleging artificial inflation of stock prices due to laddering and the payment of excessive commissions to secure IPO stock allocations during the 1990s’ dot-com boom. 

    The action settled for $586 million after years of litigation in U.S. District Court.  

  • 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.

Awards/Ranking

2014 Thaddeus Stevens Award Recipient from the Public Interest Law Center of Philadelphia

Community Involvement

Public Interest Law Center of Philadelphia board member

Divine Nine board member

Supporter of the Abramson Cancer Center of the University of Pennsylvania