Photo provided by Robbins Umeda
Brian Robbins was just five years out of law school when he decided to start his own firm focusing on securities litigation on behalf of shareholders. A 1997 graduate of Vanderbilt University Law School with an LL.M in securities and financial regulation from Georgetown Law, Robbin serves as managing partner of San Diego based Robbins Umeda, which has succeeded in scoring multimillion-dollar settlements while also pushing for corporate governance reforms at defendant companies.
Lawdragon: Do you recall when you decided you wanted to become a lawyer, and why?
Brian Robbins: Yes, I was ten years old. At that moment in time, I decided that it was very important for me to determine what I wanted to do for the rest of my life. I reasoned that both medicine and law were honorable professions that focused on helping people and earned a good living. Ultimately, I decided a lawyer was the best fit since it wouldn't take as long and I wasn't a big fan of blood. I have yet to re-consider that decision.
LD: How did you come to develop an interest in corporate and securities litigation in law school?
BR: I had been very interested in corporate finance and corporations for some time. My brother began shoving copies of the Wall Street Journal in my face when I was very young, and Wall Street was my favorite movie growing up. Not surprisingly, my two favorite classes in law school were on the Securities Act and the Securities Exchange Act, one taught by Professor Donald C. Langevoort, former Special Counsel for the U.S. Securities and Exchange Commission in the Office of the General Counsel and current Professor of Law and Co-Director of the joint law and business administration degrees at Georgetown, and the other by the late Professor Larry D. Soderquist, one of the most respected professors in the field of corporate and securities law.
I had huge respect for their work, and was fortunate enough to be a research assistant for both. While conducting research for the professors, I came to realize shareholder interests were underrepresented and that there was a need for driven attorneys to represent them in securities litigation.
LD: What is it about representing shareholders against powerful interests that has made you want to devote your career to this?
BR: I identified pretty early on that shareholders' interests, as the owners of public companies, needed to be protected and that there were comparatively fewer good lawyers representing shareholders than corporate America. I saw corporations and executives hiring some of the brightest lawyers to defend them in securities cases. Corporations' resources seemed endless when compared to those of an ordinary shareholder who invests his or her savings. The imbalance of talent and resources I witnessed presented itself to me as an opportunity to fight for the underdog and pursue the rights and interests of shareholders. I suppose the promise of obstacles in this practice area and the challenge to overcome them for my clients engaged my devotion. I found my niche.
LD: In addition to the monetary settlements, what are some of the corporate governance reforms your firm has helped shape through litigation?
BR: Corporate governance reform is a hallmark of Robbins Umeda's shareholder derivative litigation practice and we are proud to have been on the forefront of helping clients to bring pro-investor change to more than 125 Fortune 1000 companies. Some of the corporate governance and remedial measures we've negotiated through shareholder derivative actions in the past range from establishing stock ownership guidelines, majority voting and declassified boards to improving risk oversight, insider trading rules and controls, and whistleblower protections.
For instance, in a recent settlement on behalf of Fossil, Inc. and its shareholders, in addition to helping to obtain $8.6 million for the company, the firm helped secure the declassification of the election of directors to the board, the institution of shareholder majority voting election of directors, and the establishment of enhanced stock option granting practices and procedures, among other good governance measures. In derivative litigation settled earlier this year on behalf of Blue Coat, we helped achieve, in addition to the $4.5 million of financial benefits to the company, corporate governance reforms to the company's compensation practices and the structure and responsibilities of the various committees of the board of directors. These reforms included detailed internal controls over the company's operations and safeguards against unlawful compensation activity.
Through derivative litigation settled earlier this summer involving the Internet's leading vitamin and supplement retailer, Vitacost.com, in addition to our firm helping to save the company from bankruptcy and to persuade NASDAQ to lift its trading moratorium so the company and its shareholders could once again have access to the capital markets, the firm helped establish several corporate governance best practices, including a robust insider trading policy.
LD: Is there a case early in your career that you find particular memorable or meaningful, or that you feel helped establish your reputation in the field?
BR: OM Group Derivative Litigation, where I led a team of a dozen or so lawyers in a case that was litigated aggressively for years against some of the best lawyers in the Midwest, and on their home turf.
As lead counsel for the plaintiffs, we brought claims against certain officers and directors of OM Group, Inc., a leading global solutions provider of metal-based specialty chemicals and related materials. The claims were based upon allegations that OM Group's largest individual shareholder, who served as OM Group's chief executive officer and chairman of the board, borrowed substantial sums of money on margin from Merrill Lynch, collateralized those loans with his OM Group stock, and agreed that if the price of OM Group's stock declined, Merrill Lynch could issue a margin call and force the CEO to sell some or all of his OM Group stock to repay the loans. Thereafter, OM Group issued a press release announcing a massive $108.2 million cobalt inventory write-down and a major company restructuring, causing the price of OM Group's stock to plummet. The following day, OM Group's CEO sold over 700,000 shares of company stock after he received the substantial margin call from Merrill Lynch.
Robbins Umeda's prosecution of the action uncovered a litany of inventory-manipulation accounting schemes employed by management to conceal OM Group's true operational performance and financial condition.
During the litigation, our team opposed and defeated defendants' motions to dismiss, reviewed millions of documents produced during discovery, conducted expert discovery, and took over forty depositions of witnesses and defendants throughout the United States and Europe. After years of contentious litigation, we helped obtain on behalf of our client and the company a settlement that included a $29 million payment to the company, the termination of the company's CEO, the addition of two shareholder-nominated directors, and the implementation of various other beneficial corporate governance procedures at the company.
LD: Are there any specific trends you are seeing now in terms of the types of cases you and the firm are taking on?
BR: In addition to a large flux of merger and acquisition cases, there are numerous Chinese companies listed on US exchanges through reverse mergers that are being investigated for employing improper accounting practices. Both the Securities and Exchange Commission (SEC) and Public Company Accounting Oversight Board (PCAOB) have issued statements about looking carefully at these companies. SEC Commissioner Luis Aguilar specifically talked about Chinese reverse mergers listed on U.S. exchanges and how a significant amount of these companies have accounting deficiencies or are "vessels of outright fraud." With the heightened attention on the suspicious accounting at these companies, we can expect to see more investigations into their financial reporting by governmental and private agencies, as well as shareholders.
LD: Starting your own firm must be a daunting process. Can you explain what led you down this road instead of continuing to practice at the firm you were at?
BR: They say "ignorance is bliss," and that can apply to the drive behind us starting the firm. When we founded the firm, I was 28 and only five years out of law school, but I had a very strong sense of the kind of firm I wanted to create and the type of work I wanted to do. I saw an opportunity, as mentioned earlier, in the practice area and was driven, challenges and all, by it.
LD: What has been the toughest challenge so far? Is there any specific advice you would give lawyers starting their own firms?
BR: One challenge has been integrating bright legal minds from defense, government, and shareholder rights backgrounds to create an environment where the different styles thrive and better serve clients. I would also say a tough challenge has been to keep the firm running smoothly despite tough economic times and all that goes with that - managing expectations, keeping morale up, trying to create a sense of what I knew but others did not, that we would land on our feet.
I would tell lawyers starting their own firm to come out of the gates with a solid five-year plan. Know what the firm will look like in 5 years. Have independent people you trust and admire review your plan and contribute to it. Such advice would have helped us in the beginning and saved years off my life!