A group of 383 employees sued alleging that, although classified as exempt, they were actually non-exempt employees under the Fair Labor Standards Act (“FLSA”) and therefore had been improperly denied overtime compensation. Plaintiffs conceded in discovery that they had performed exempt duties, but argued that the company had made unlawful deductions from their salary. The district court granted our motion for summary judgment, concluding that the “shortfalls” did not constitute unlawful deductions under the law and that plaintiffs were therefore exempt and not entitled to overtime pay. The U.S. Court of Appeals for the Sixth Circuit affirmed.

We successfully opposed class certification of a gender discrimination pay suit in which nurse practitioners and physician assistants employed by the university health system alleged that they were paid less than male physician assistants in violation of the Equal Pay Act and state law.

Miller Canfield defended a hospital system against allegations that its charges for providing medical records in response to subpoenas were excessive, in violation of the Consumer Protection Act and Patients’ Bill of Rights. The Michigan Supreme Court held as a matter of first impression that the Consumer Protection Act does not apply to purchases that are primarily for business purposes, and that such subpoenas were primarily for the business purposes of the patients’ attorneys. The class action complaint was dismissed on our motion. 

Represented a cell phone carrier in defense of a claim that certain charges were inadequately disclosed, and seeking more than $200 million in damages under the Consumer Protection Act. The matter was settled.

Miller Canfield represented an auto manufacturer in defense of sex harassment claims on behalf of a putative employee class. The case was settled. 

Miller Canfield represented a clothing retail chain in defense of a purported class action involving race discrimination claims. The case settled after the court declined to certify a class.

Represented a body armor manufacturer in defense of breach of warranty, negligence, fraud and other claims in multiple jurisdictions including Arizona, Arkansas, California, Illinois, Massachusetts, Michigan, Minnesota, New Jersey, Ohio and Oklahoma. The claims involved concealable body armor voluntarily made subject to a warranty adjustment program after the manufacturer of component fiber provided questionable performance test results. The client filed a petition for bankruptcy and the matter was transferred to another firm to handle the bankruptcy.

We represented a rubber products manufacturer in defense of sex harassment and invasion of privacy claims. The case settled after the state court denied class certification. 

We represented a cruise line in defense of a putative class action alleging that it improperly assessed its customers with “port charges” that in fact covered matters unrelated to such charges. The case was dismissed without prejudice when plaintiffs failed to respond to a motion to dismiss.

Miller Canfield represented a lender in defense of a class action involving alleged defective post-repossession notices. The Maryland trial court dismissed the complaint and the state court of appeals upheld the dismissal.

Miller Canfield represented defendants in a case involving ERISA claims. Settled. 

Miller Canfield represented a lender in a putative class action involving procedures related to bankruptcy reaffirmation agreements. The federal district court dismissed the complaint on our motion and the U.S. Court of Appeals affirmed. 

We represented a clothing manufacturer in defense of claims under ERISA and Section 301 of the Labor Management Act regarding union retiree insurance benefits. The matter is settled.

Represented a mortgage lender in defense of class claims in two matters challenging prepayment penalties in residential mortgage loans under usury statute and Consumer Protection Act. Both cases were settled after an appeal to the Michigan Court of Appeals.

Miller Canfield represented a health care system in defense of collective Fair Labor Standards Act wage and hour claims brought on behalf of approximately 1,000 home health care nurses. Although the court conditionally certified the case as collective action, it later granted our motions and did not allow the case to proceed as such. The case was settled after the court severely narrowed the claims.

Represented a lender in defense of class allegations with respect to disclosures in lease forms. The circuit court dismissed the claims on our motion.

Miller Canfield represented a major food manufacturer in a Section 301 and age discrimination case. The district court granted our motion to dismiss the complaint. 

Represented a lender in a class action in Maryland state court involving the allegation that lease late fees were unlawful. The trial court dismissed the complaint. The state Court of Special Appeals affirmed but the state Court of Appeals remanded on a procedural issue. The matter was settled. 

We represented a major food manufacturer in a Section 301 case. The district court dismissed on statute of limitations grounds; and the U.S. Court of Appeals for the Sixth Circuit affirmed. 

Represented a lender in defense of class claims of consumer fraud related to lease sales. Plaintiff voluntarily dismissed.

Assisted in the preparation of $6,000,000 R&D tax credit claim for large OEM supplier and successfully defended substantially all of such claim on audit.

Developed and coordinated tax planning for $560,000,000 stock and asset acquisition of companies in the U.S. and 12 foreign countries by a European automotive supplier.

Issued tax opinions used in private placement memorandums in connection with the tax treatment of oil and gas royalty interests under like-kind exchange provisions of the Internal Revenue Code. 

Developed tax structure for the redemptions/sales of partners’ in interests in closely held general partnerships and limited liability companies engaged in farming, medical services and other business activities.

We represented a chemical company in defense of price fixing allegations against suppliers of a food additive on behalf of proposed indirect purchaser class under state antitrust law. The matter is settled.

Miller Canfield represented a leading brand-name prescription drug manufacturer in defense of claims in an MDL proceeding in the Northern District of Illinois on behalf of a putative national class of drug retailers. Plaintiffs alleged that a number of pharmaceutical manufacturers conspired to fix the wholesale prices of brand-name prescription drugs. The matter was settled. We also represented our client in defense of claims by an indirect purchaser class under state law. This matter is also settled.

Miller Canfield represented a chemical company in defense of allegations that suppliers of bulk vitamins had conspired to fix prices. The claims were brought on behalf of a proposed indirect purchaser class under state antitrust law. The matter was dismissed by stipulation without prejudice.

Miller Canfield represented a plaintiff class of retail dry cleaners pursuing antitrust claims against supply wholesalers convicted of price fixing. The matter was successfully settled.

Miller Canfield represented an electronics retailer in two class actions, one by electronics distributors against manufacturers, and the other by individuals against electronics distributors and manufacturers. The matters are settled. 

Miller Canfield represented a plaintiff class of podiatrists alleging a conspiracy between a major insurer and physicians to limit reimbursements to podiatrists. The matter was settled.

Miller Canfield represented an issuer in defense of allegations of violations of the 1934 Securities and Exchange Act. We obtained an order dismissing all of the putative class plaintiffs’ claims with prejudice. The U.S. Court of Appeals affirmed and en banc refused class plaintiffs’ motion for rehearing.

Miller Canfield represented an electric and gas utility in defense of alleged violations of the 1934 Securities and Exchange Act and ERISA related to alleged “round-trip” trading. The case was successfully settled.

In a multi-district consolidated class action alleging violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 for alleged false and misleading statements and material omissions regarding the financial condition of a large auto supplier, Miller Canfield, with co-counsel, represented an underwriters group that included a number of major investment banks. The case was settled after informal discovery and extensive mediation, and the court confirmed the settlement over objections. 

Miller Canfield represented a national bank and the individual officer defendants in defense of alleged violations of the 1933 Securities Act and the 1934 Securities and Exchange Act related to the bank’s restatement of its earnings. The matter was settled. 

Miller Canfield represented a furniture manufacturer in a multidistrict class action securities litigation. The matter was settled.

Miller Canfield represented a financial services company a securities class action regarding a Ponzi scheme. The case was dismissed. 

We represented a brokerage firm and all underwriters in a securities class action involving allegations of fraud in an initial public offering. The matter was settled. 

Miller Canfield represented an electronics retailer in a securities class action. The matter was settled. 

Miller Canfield represented a major insurance company in an alleged “vanishing premium” case. The matter was settled.

Miller Canfield represented a financial services company in defense of a state securities class action. The trial court dismissed on our motion. 

We represented a major urban school district in defense of claims by a putative class of taxpayers seeking to recover in excess of $100 million in payments on a non-homestead property tax that had expired. The circuit court dismissed the claims as beyond its jurisdiction and the Court of Appeals affirmed. The Michigan Tax Tribunal then dismissed the claims as untimely, but the Court of Appeals reversed. The Michigan Supreme Court granted our application for leave to appeal and reversed, dismissing the claims.  

Miller Canfield, with the state Attorney General, represented a State in defense of a class action alleging violation of the constitutional and statutory rights of children in the State’s foster care system. The case settled four days before the class action trial was scheduled to begin. The settlement resulted in the appointment of a monitoring team to work with the parties to advance the goals of the settlement agreement.

Miller Canfield represented a casino in defense of race discrimination claims. The case was settled after plaintiffs dropped class action allegations. 

Miller Canfield represented defendants in a test case challenging legislation mandating a new governance system for Detroit Public Schools. The district court granted summary judgment in favor of defendants, the Sixth Circuit affirmed, and the U.S. Supreme Court denied certiorari. 

Miller Canfield represented a County in a case involving the collection of research fees charged by the Register of Deeds. The case was settled.

Miller Canfield represented defendants in defense of Fifth and Fourteenth Amendment claims based on alleged environmental violations and pupils’ exposure to same. The case was settled. 

Miller Canfield represented a major city public school system in defense of a putative class action on behalf of elementary school students allegedly exposed to asbestos dust in connection with the demolition of an adjacent building owned by the school system. The matter was settled. 

We represented a county drain commissioner in defense of a claim that a fee charged by the drain commission was unconstitutional. The complaint was dismissed on our motion.

Miller Canfield represented a county in a case involving the alleged collection of fees improperly charged against persons conducting business with the Register of Deeds. The trial court dismissed on our motion. 

We represented a county in a putative class action involving the collection of fees charged by all county agencies. Settled.

Designed review protocol, organized the collection and review of hard copy documents, interviewed IT personnel to plan an electronic document and email collection, and conducted custodian interviews for defense of an automobile parts manufacturer in a warranty dispute.

Assisted a Fortune 500 producer of consumer foods on drafting and modifying business contracts, including counseling personnel on legal considerations important to negotiations and interpretations of existing contracts.

Fraud claims brought against JT LeRoy aka Laura Albert, fiction writer, resulting in a trial verdict and punitive damages over $300,000 for the client, a film production company that purchased the rights to Ms. Albert’s novel “Sarah.” Antidote Int’l Films, Inc. v. Bloomsbury Publishing, Case No. 06 Civ.6114 (CJR) (S.D.N.Y. 2007); Antidote Int'l Films, Inc. v. Underdogs, Inc., Laura Albert a/k/a JT Leory, Defendants-Appellants, Case No. 07-4451-cv (2nd Cir. 2007).

Representation of many large privately held corporations on mergers and acquisitions (both stock and assets) with purchase price values in excess of $73,000,00.

Represented bank holding company in a $8+ million merger with a public bank holding company.

Represented a national bank in $35 million syndicated mortgage loan for a semiconductor client.

Represented pharmaceutical testing laboratory in its $8+ million sale to an international acquirer.

Represented a concrete manufacturer and building supply company in its $10+ million tax-free asset sale.

Assisted in representing a corporation in a $3 million asset acquisition.

Represented venture capital fund in its lead investment of a $6 million purchase of Series C Preferred Stock from a medical products company.

Represented venture capital fund in its lead investment of a $3 million purchase of Series B & C Preferred Stock from a drug development company.

Represented a financial institution in closing a $70 million credit facility for a waste industry client.
Represented a national bank in a $47 million syndicated credit facility for a waste industry client.

Represented a financial institution in closing a $50 million credit facility for a waste industry client.
Represented a national bank in a $100 million syndicated credit facility for a waste industry client.

Represented a financial institution in closing a $45 million credit facility for a waste industry client.
Represented a national bank in a $50 million syndicated credit facility for a waste industry client.

Represented a client to close a $50 million syndicated loan facility, secured by 33 parcels of real estate, for a waste industry customer in a two-week time frame.

Represented a financial institution in closing a $32 million credit facility for an automotive industry client.

Represented a national bank in closing a $175 million revolving line of credit for a waste industry client.

Represented drug development company in its $2 million seed round financing.

Represented pre-clinical testing company in its $1 million angel round financing.

Represented venture capital fund in its $1.5 million purchase of Series A Preferred Stock from a medical device company.

Represented medicinal chemistry company in its $500,000 seed round financing.

Represented medicinal chemistry company in its $5 million joint venture transaction to build laboratory facilities.

Represented economic development company in structure and formation of angel investing network.

Represented investor in its $1.5 million transaction to purchase preferred membership interests in a start-up glycerin manufacturer.

Represented incubator in its $7 million financing for construction and expansion of a life sciences incubator facility.

Represented medical products manufacturer in its $2 million acquisition of a medical product line of business and the acquisition of a GMP facility.

Represented real estate development company in the creation of a phantom ownership plan for 50+ separate investments.

Successfully obtained summary judgment and attorneys' fees in action under the Copyright Act seeking millions of dollars in statutory damages against a commercial lender in a dispute over licensing of computer software used to collect debts owed to lender. Both the entry of summary judgment and the award of attorneys' fees were subsequently upheld by the Seventh Circuit Court of Appeals.

Successfully defended a nationally known cookware manufacturer in a case involving alleged design patent infringement. The plaintiff, another well-known maker of cookware, attempted to obtain a permanent injunction against our client to prevent it from selling competing cookware--in addition to seeking millions in damages. The jury found for our client across the board.

Defended a school district against claims of reverse gender and age discrimination made by a disgruntled former bus driver. After successfully obtaining summary judgment against the plaintiff, the plaintiff appealed to the Seventh Circuit, which affirmed summary judgment.

Appeal of issues stemming from Michigan's Recording Act and impact in criminal forfeiture. Assisted in the defense of a commercial lender in a matter involving the government's attempt to use criminal forfeiture proceedings to take property in which the lender had a recorded interest. The Seventh Circuit reversed the ruling of the District Court, finding that the lender's recorded interest was superior to the lis pendens filed by the government.

Bond counsel on the largest municipal bond financing in Michigan history – the $1 billion revenue bond issue for improvements to Detroit Metropolitan Airport.

Represented a Fortune 500 company in negotiating multimillion-dollar contracts for telecommunications, Internet and related services for the client's affiliated companies located throughout the U.S. and world.

A corporate client had a software licensing issue (too many seats and not enough licenses for a particular application) and was being threatened with a lawsuit for copyright infringement and treble damages. We successfully negotiated a prompt and low-cost resolution with the copyright holder to diffuse what could have been a drawn-out and extremely expensive situation.

Trial counsel for Valassis Communications, Inc. in its legal battle with News America, Inc., a part of Rupert Murdoch’s News Corporation. Obtained $300 million jury verdict after an eight-week trial in July 2009, the eighth-largest jury verdict in the United States in 2009. As part of a comprehensive settlement--reached three days before the parties were scheduled to begin a second jury trial in Federal Court in Detroit--News America agreed to pay Valassis $500 million and enter into a 10-year shared mail distribution agreement with Valassis.  Valassis Communications, Inc. v News America Inc., Case No. 07-706645 (Wayne County Circuit Court 2007); Valassis Communications, Inc. v News America Inc., Case No. 2:06-cv-10240 (Eastern District of Michigan 2006); Valassis Communications, Inc. v News America Inc., Case No. BC367743, (Los Angeles County Superior Court, California 2007).

Defended a national grocery retailer against claims of attempt to monopolize and tortious interference brought by a local retailer.  The district court granted summary judgment dismissing all claims. 

Represented investors in privatization of large Poland bank.

Represented a multinational automobile manufacturer in a putative nationwide class action in which plaintiffs allege they and putative class members purchased vehicles based on "false and misleading" advertising of the EPA fuel economy for the vehicle, which plaintiffs contend cannot be achieved under normal driving conditions.

Represented the second largest bank holding company in Michigan in connection with its $2.2 billion merger with the third largest bank holding company in Michigan.

Assisted in the financing of $1.5 billion offerings of medium-term unsecured notes for a Detroit-based financial institution.

Assisted in the financing of $30 million issuance of common stock by a Michigan-based bank holding company in connection with its acquisition of an Ohio savings institution.

Assisted in the financing of $100 million secondary public offering of common stock of a major local bank holding company.

Assisted with the financing of $28 million secondary public offering of a local Tier One supplier to the automotive industry.

Assisted with the financing of $8.8 million initial public offering of a computer wholesaler located in Ohio.

Represented a group of substantial shareholders in connection with a proxy contest and related litigation in connection with our efforts to obtain representation of the board of directors and sale of a savings institution located in Cleveland. These efforts were successful, and the savings institution was eventually sold at a substantial profit to a bank holding company.

Represented a group of major shareholders of a publicly held corporation which controlled real estate companies, orange groves, and an insurance company. Representation involved pursuing claims of mismanagement against the president and CEO, and were directed toward obtaining control of the board of directors, restructuring of the public company, and selling certain of its operations. Representation extended over approximately two years and was successful on all fronts.

Represented a group of significant shareholders of a $500 million-plus savings institution in the Upper Peninsula in a proxy contest and related litigation in which they successfully sought representation on the institution's board of directors.

Represented a publicly held corporation located in Western Michigan and its Litigation Committee in a significant dispute with the corporation's major shareholder (which also had two representatives on the board of directors). The representation involved two proxy contests, two securities laws class action suits, a derivative action and a fraud suit by the major shareholder and others against the corporation, the entire board of directors, all the major officers, the outside auditors, and the former attorneys for the corporation. This representation began in 1990 and continues to date, and in the process all litigation against the corporation has been settled, the dissident directors removed, the major shareholders' shares redeemed, and the D & O policy covering the directors, collected.

$300 million plus recapitalization and restructuring of a family-owned newspaper and publishing company located in Raleigh, North Carolina. Represented the special committee made up of representatives of the four branches of the family in connection with a series of transactions extending over some two and one-half years. This involved the sale of certain subsidiaries, the payment of a "special dividend" of approximately $100 million, the creation of senior and subordinated debt of approximately $150 million, and the redemption of approximately one-third of the shares, thereby consolidating control into two branches of the family.

Assisted with the financing of $25 million initial public offering of a local household and cosmetic distributor.

Represented a multibillion dollar truck and engine manufacturer in a complex commercial dispute, obtaining summary judgment in favor of the manufacturer on $50 million of plaintiff's claim prior to settlement.

Represented an organic dairy in putative nationwide class actions alleging state law causes of action based on purported violations of laws and regulations pertaining to the regulation of organic foods and successfully defeated plaintiffs' attempts to circumvent the multidistrict litigation process vis-à-vis challenges to federal jurisdiction under the Class Action Fairness Act.

Represented an information services provider in putative class actions filed in state and federal court alleging that the provider's vehicle valuation product undervalues total loss vehicles.

Represented a client in a 10b-5 securities case arising out of the company's restatement of financials.

Represented a subsidiary of a global investment bank in two putative class actions alleging manipulation of an auction for electricity, purportedly resulting in excessive prices.  Plaintiffs identified a number of causes of action including state consumer fraud and unjust enrichment claims.  Client prevailed in a motion to dismiss.