Jeremy A. Lieberman

Petrobras and the Domestic-Transaction Rule

Under Morrison v. National Australia Bank, Section 10(b) reaches securities listed on domestic exchanges and other securities transactions occurring in the United States. Petrobras investors purchased American depositary shares on the New York Stock Exchange, notes cleared or settled through the Depository Trust Company, and other securities alleged to have been acquired in domestic transactions.

The notes presented the harder problem: they were listed on the New York Stock Exchange but did not trade there. For those purchases, domesticity turned on where irrevocable liability arose or where title passed — a fact question buried in the mechanics of each trade. Lieberman’s team built the proof from contract formation, purchase orders, transfers of money, and transaction records rather than resting on DTC settlement in New York alone, converting an abstract jurisdictional doctrine into a documentary record.

The Securities and Exchange Commission later found that former Petrobras executives and contractors had inflated project costs, paid kickbacks, and caused the company to record the payments as capital expenditures. Petrobras wrote off approximately $2.527 billion in capitalized costs attributable to overpayments. The company had issued approximately $10 billion in American depositary shares in the United States as part of a larger 2010 global offering — capital raised from the very investors the scheme touched.

Pomerantz served as sole lead counsel in the securities action, and Lieberman led the firm’s work. The district court certified two classes covering specified Petrobras securities acquired during defined periods in domestic transactions.

Definite Classes and the Second Circuit

Petrobras challenged certification in the Second Circuit, arguing that each purchaser would need individualized proof of where irrevocable liability arose or title passed, and that class membership would be too difficult to determine.

The Second Circuit rejected a separate administrative-feasibility requirement. Ascertainability, it held, requires objective criteria creating definite class boundaries — nothing more. The securities, the dates, and the transaction location could define the classes even if claims administration later required records from individual investors.

The court affirmed the key certification rulings and allowed transaction-specific evidence to be addressed during the claims process rather than at the class-definition stage. The decision preserved a workable path for investors whose domestic purchases depended on individual records — and it has guided ascertainability analysis in the circuit ever since.

Lieberman’s team then put the appellate ruling to work, using it to define a settlement class capable of embracing the investors’ varied transaction routes. The resulting structure converted a formidably difficult cross-border certification record into a worldwide recovery system with objective eligibility rules and an allocation plan tied to each security and each transaction.

Supreme Court Proceedings and Settlement

Petrobras petitioned for Supreme Court review in November 2017, with Lieberman serving as counsel of record for the investor respondents. After briefing, the parties jointly asked the Court to defer consideration while settlement discussions continued, and the Court granted the request in January 2018.

The district court granted final approval in June 2018. In October 2019, the parties jointly moved under Supreme Court Rule 46.1 to dismiss the remaining proceeding, and the Court entered the agreed dismissal.

The settlement combined $2.95 billion from Petrobras with $50 million from PricewaterhouseCoopers Auditores Independentes, producing a $3 billion cash fund for the class. Behind that number stood the full weight of the litigation: sixty-eight depositions, more than twenty-five million pages, substantial expert discovery, Second Circuit review, a fully briefed certiorari petition, and trial preparation carried to the threshold of the courtroom.

For settlement, the class included transactions on the New York Stock Exchange, transactions cleared or settled through DTC’s book-entry system, and other transactions to which United States securities law applied under Morrison. Lieberman’s team secured a waiver of the domesticity objection for settlement purposes, opening the recovery to additional international investors who would otherwise have stood outside it.

The court reviewed the class representatives’ holdings, the allocation formula, and the value of resolving the claims together. It found the structure fair, found no fundamental conflict requiring separate subclasses, and concluded that Lieberman and the class representatives had adequately protected every investor group included in the settlement.

Notice reached more than one million potential class members worldwide. Claims were tied to each security, each transaction date and price, and a recognized-loss formula — translating the sprawling cross-border transaction record into a distribution process equal to the recovery it served.

Perrigo’s New York and Tel Aviv Classes

Perrigo common stock traded on both the New York Stock Exchange and the Tel Aviv Stock Exchange. Investors challenged statements made while the company resisted Mylan’s hostile tender offer, including disclosures about generic-drug pricing and the integration of Omega Pharma.

The district court retained supplemental jurisdiction over Israeli-law claims associated with Tel Aviv purchases and certified three classes: United States exchange purchasers, Tel Aviv exchange purchasers, and shareholders who held through expiration of the tender offer. The ruling was the first certification of a foreign-purchaser class since the Supreme Court’s decision in Morrison. The court found that the Israeli investors could invoke the fraud-on-the-market presumption under Israeli law and that their claims could be tried with common proof — carrying the logic of the American class action across an ocean.

After discovery, expert proceedings, and summary-judgment rulings, the parties agreed to a $97 million cash settlement. The court entered final judgment and approved the allocation plan in September 2024, and it approved a distribution plan in July 2025. The fund compensated eligible New York, Tel Aviv, and tender-offer class members under formulas matched to their distinct claims.

In August 2025, the Third Circuit held that an investor that had not followed the court-ordered opt-out procedure remained in the class despite having litigated a separate action. The ruling enforced the certified class’s objective participation rules — the same architecture of definiteness that Lieberman’s cases have consistently built.

Teva’s Cross-Border Direct Actions

Pomerantz represented twenty-two Israeli public funds and other large investors that opted out of the Teva securities class action and pursued direct claims concerning American depositary shares on the New York Stock Exchange and common shares on the Tel Aviv exchange. The claims addressed alleged concealment of price fixing in the United States generic-drug market and Teva’s role in the opioid crisis.

In January 2021, the court preserved the investors’ Israeli securities claims and exercised supplemental jurisdiction because the federal and Israeli claims materially overlapped in discovery and witnesses concerning Teva’s United States generic-drug business. Lieberman and Michael Wernke led the team for the opt-out investors, securing a coordinated forum for New York and Tel Aviv purchases and carrying the direct actions through claim development and resolution.

Working Within the Line

Petrobras required proof of transaction location and a close predominance analysis. Perrigo joined federal and Israeli claims in three certified classes. Teva’s public funds and other large investors chose direct actions and obtained a ruling retaining their Israeli claims. Morrison remained the federal boundary in each matter — fixed, unmoving. Lieberman’s craft lies in the procedural choices made on either side of that line: class or individual action, common or transaction-specific proof, domestic federal law or a parallel claim under the law governing foreign-exchange purchases. Each choice, made well, turned the boundary from an obstacle into a map.

Pomerantz Leadership

Lieberman joined Pomerantz LLP in 2004 and has served as managing partner since 2016. He oversees the firm’s cases across six offices and represents plaintiffs in securities-fraud and cross-border investor litigation worldwide. He graduated from Fordham University School of Law and served on the Fordham Urban Law Journal.