Jeroen van Kwawegen is a partner in the New York office of BLB&G. A senior member of the firm’s Corporate Governance Litigation team, his practice focuses on the fiduciary duties of boards of directors and senior executives, shareholder appraisal actions, shareholder activism, and regulatory compliance. For his professional achievements, he has been recognized as a New York Super Lawyer and a New York "Rising Star" by Thomson Reuters, and a leading practitioner in his field by Legal 500 US.
Mr. van Kwawegen has extensive experience in litigation on behalf of shareholders involving the oversight of board and management misconduct. He has represented institutional investors in numerous high profile derivative actions, including actions involving Board entrenchment and shareholder voting rights violations, as well as merger and acquisitions disputes and shareholder appraisals. Mr. van Kwawegen has also prosecuted a variety of securities class actions on behalf of large institutional investors, including numerous matters relating to the credit crisis and disputes regarding the sale of residential mortgage-backed securities.
Recent cases include:
- Representation of shareholders challenging the merger of Globe Specialty Metals with Grupo FerroAtlántica in Delaware Chancery Court resulting in $32.5 million additional consideration for Globe shareholders and significant governance improvements for shareholders in the combined Globe/FerroAtlántica entity;
- Representation of a union-owned bank and public employee retirement fund from Louisiana in a derivative action in the U.S. District Court for the Southern District of New York asserting breach of fiduciary duty claims against Pfizer’s board of directors in connection with off-label marketing of prescription drugs resulting in extensive corporate governance changes, including the establishment of a new Board committee and payment of $75 million;
- Representation of shareholders in a derivative action in Maryland State Court challenging an unfair asset management agreement between Altisource Residential and its former sister company Altisource Asset Management resulting in a renegotiated asset management agreement and at least $144 million in savings over the next five years;
- Representation of shareholders in a class and derivative action in Florida State Court challenging the adoption of new bylaws by the board of directors of Darden Restaurants in response to a shareholder activist resulting in the successful reversal of the new bylaws and withdrawal of a poison pill;
- Representation of European banks in common law fraud actions in New York State Court against JPMorgan, Bear Stearns and Washington Mutual in connection with the sale of $5 billion in residential mortgage-backed securities;
- Representation of public employee retirement funds from Mississippi and California in a securities class action in the U.S. District Court for the Southern District of New York against Merrill Lynch concerning the sale of residential mortgage-backed securities, recovering $315 million for the investor class;
- Representation of public employee retirement fund from Louisiana in a class action in Delaware Chancery Court asserting breach of fiduciary duty claims against the largest shareholder and Chairman/CEO and a special committee of directors of Landry's Restaurants in connection with a proposed going-private transaction resulting in $78.5 million recovery, including $14.5 million for a novel sellers’ class.
Mr. van Kwawegen is a frequent speaker at industry events on a wide range of corporate governance and securities related issues, and recently co-authored "Of Babies and Bathwater: Deterring Frivolous Stockholder Suits Without Closing the Courthouse Doors to Legitimate Claims," Delaware Journal of Corporate Law (DJCL), Vol. 40, 2015 (forthcoming).