Jeroen van Kwawegen

“Who is it that paid the bribes?” Judge John R. Adams of the Northern District of Ohio asked the question at a hearing on March 9, 2022, a month after FirstEnergy’s shareholders had agreed to settle their derivative claims for $180 million, and he put it to Jeroen van Kwawegen, then of Bernstein Litowitz Berger & Grossmann, co-lead counsel for the funds suing on the company’s behalf. The shareholders had learned the answer in mediation and in discovery that a protective order in the Southern District covered, and in a brief filed on March 16 they offered to give the court the names in camera. On March 22 Judge Adams ordered the names produced by noon the next day. On March 23 van Kwawegen and Thomas Curry of Saxena White filed a sworn declaration identifying Charles E. Jones, FirstEnergy’s chief executive and a director until October 29, 2020, and Michael J. Dowling, its senior vice president for external affairs, as the two executives who, in the shareholders’ account, had devised the payments to Ohio’s Speaker of the House and to the chairman of its utilities commission. The company’s deferred prosecution agreement with the Justice Department had called them Executive 1 and Executive 2; the declaration was the first public filing to put names to the labels. Both men denied acting improperly and neither had been charged.

Van Kwawegen is the co-founding partner of Johnson Van Kwawegen LLP, known as JVK Law, which represents investors in shareholder and securities litigation from offices in New York, Delaware and California. His practice concerns disclosure, fiduciary duty, corporate oversight, board conduct and the claims of public pension funds and other institutional investors, and before the firm opened he sat on the Executive Committee of Bernstein Litowitz, led its Corporate Governance Department and directed the team that advised European institutional investors on securities and governance litigation. He has served in lead or co-lead roles across markedly different investor actions: FirstEnergy involved derivative claims and governance relief; Wells Fargo concerned a purchaser class and public-company disclosures; Credit Suisse required a recovery for the corporation itself. His responsibilities in each ran from claim structure through discovery, settlement terms, approval proceedings and appellate review.

Sixty Million Dollars Through Generation Now

FirstEnergy reported a $1.259 billion loss in its energy services segment in July 2016, its generation subsidiary was downgraded below investment grade, and in January 2018 the Federal Energy Regulatory Commission rejected a transfer of assets meant to prop the business up. In January 2017 the company flew Larry Householder, a former Speaker of the Ohio House seeking the office again, to the presidential inauguration on its private jet, and in March 2017 it began paying $250,000 a quarter to Generation Now, a 501(c)(4) organization Householder controlled. The payments to Householder-linked entities reached $2,954,000 by the end of 2018, including $500,000 on October 29, 2018, and Householder became Speaker in January 2019. House Bill 6 passed in July 2019. It gave nuclear generators a subsidy per megawatt-hour of which FirstEnergy’s plants would collect 94 percent, more than $160 million a year, and a decoupling provision the shareholders valued at about $978 million in guaranteed annual revenue, with an extension option worth some $400 million more from 2025 to 2030; federal prosecutors put the bill’s value to the company at about $1.3 billion. When opponents gathered signatures for a referendum to repeal it, the company spent $38 million to defeat them. In all, more than $60 million moved from FirstEnergy and its affiliates to Householder and his allies between 2017 and March 2020, and $4.3 million more went to a company owned by Sam Randazzo shortly before Governor Mike DeWine appointed him chairman of the Public Utilities Commission of Ohio.

On July 21, 2020 the FBI arrested Householder and four associates, and United States Attorney David DeVillers called the scheme “likely the largest bribery, money laundering scheme ever perpetrated against the people of the state of Ohio.” On the July 24 analyst call Jones acknowledged payments to Generation Now the company had never disclosed, and FirstEnergy’s stock fell 45 percent, from $41.26 to $22.85, erasing about $12 billion of market value. On October 29, 2020, the day two of the scheme’s participants pleaded guilty to racketeering, FirstEnergy fired Jones, Dowling and Dennis Chack; FBI agents searched Randazzo’s home in November and he resigned two days later. Generation Now pleaded guilty in February 2021 to taking part in a racketeering conspiracy of more than $60 million. On July 22, 2021 FirstEnergy entered a deferred prosecution agreement with the United States Attorney’s Office for the Southern District of Ohio, agreed to a $230 million penalty, half of it to the Treasury and half to a fund that helps Ohioans pay their utility bills, and admitted that its executives had “conspired … to pay millions of dollars to and for the benefit of public officials in exchange for specific official action.” Acting United States Attorney Vipal Patel called the penalty the “largest criminal penalty ever collected, as far as anyone can recall, in the history of this office.”

The directors had been asked about the company’s political spending before any of this was public. Shareholder proposals seeking disclosure of lobbying payments came to a vote in 2015, 2016 and 2017, and the board opposed each one, telling shareholders that FirstEnergy “complies with all federal and state lobbying registration and disclosure requirements”; the 2017 proposal drew 133,463,630 shares, about 41 percent of the votes cast, and failed narrowly. One nonprofit that tracks the subject had ranked the company second in political spending relative to revenue and twenty-second in transparency about it. Incentive pay made up 74 to 87 percent of the senior officers’ compensation in 2017 through 2019, and Jones, at 87 percent, was paid more than $55 million over those years.

Demand Futility Under Ohio Law

Ten derivative suits were filed in the Southern District of Ohio after the arrests, along with two in the state court in Summit County and one in the Northern District. Chief Judge Algenon L. Marbley consolidated seven of the federal cases in Columbus, appointed the Employees Retirement System of the City of St. Louis and the Electrical Workers Pension Fund, Local 103, I.B.E.W. as co-lead plaintiffs, with the Massachusetts Laborers Pension Fund as an additional plaintiff, and on January 25, 2021 they filed a 123-page consolidated verified complaint against the company’s current and former officers and directors for breach of fiduciary duty, unjust enrichment, corporate waste and violation of Section 14(a) of the Exchange Act, which forbids false or misleading proxy statements. Van Kwawegen led the case for Bernstein Litowitz as co-lead counsel with Saxena White; Steven J. Toll and Cohen Milstein represented the Massachusetts fund. The complaint alleged that the 2018, 2019 and 2020 proxy statements had described the board’s oversight of lobbying and political spending and sought the directors’ re-election and the approval of their pay while the payments to Householder were under way.

The defendants moved to dismiss on the ground that the shareholders had never demanded that the board sue and had not shown, director by director, why a demand would have been futile, and that the proxy claims failed for want of particularity, culpability and causation. On May 11, 2021 Judge Marbley denied the motion in full. He held that Section 14(a) requires negligence, not fraudulent intent, and that the directors’ negligence was adequately pleaded because they had notice of red flags and signed the proxies anyway; that a shareholder who would not have re-elected the directors or approved their pay had the proxies been truthful could plead the “essential link” the statute requires; and that under Ohio Revised Code section 1701.59(E), which makes directors liable for acts taken in reckless disregard of the corporation’s best interests, the red flags supported an inference that a majority of the board had recklessly disregarded its duties. The flags he counted were the company’s financial distress, Householder’s earlier resignation as Speaker amid money-laundering allegations, FirstEnergy’s own prior bribery of an Ohio consumer-counsel official, the shareholder proposals the board had fought, and the coverage in the Dayton Daily News, Cleveland.com, the Columbus Dispatch and the Cincinnati Enquirer. The complaint, he wrote, alleged that the directors “knew or recklessly disregarded reports and ‘red flags’ that FirstEnergy was paying massive amounts of illicit bribes,” and he added that the “significant size of the bribes—$61 million” could have alerted the committees charged with watching the company’s political activity. “The shareholders’ ignorance of the scheme enabled the FirstEnergy Defendants to continue to bribe Householder in exchange for self-serving legislation.”

FirstEnergy formed a special litigation committee of its board on July 1, 2021, seven weeks after the ruling, and the committee asked the Southern District and the Northern District to stay discovery for six months while it investigated. Judge John R. Adams in Akron denied the stay on September 16, 2021, observing that “[b]y all appearances, FirstEnergy was willing to go without an SLC” until the motion to dismiss had failed, and Judge Marbley denied it on October 20 and ordered discovery to proceed without further delay. The committee appealed both rulings and petitioned the Sixth Circuit for writs of mandamus; on December 16, 2021 the court of appeals granted the shareholders’ motions and dismissed the appeals and petitions for want of jurisdiction.

Five Hundred Thousand Pages and a Thirteen-Hour Mediation

The shareholders served their document requests on May 28, 2021 and, over the months that followed, ten sets of requests in all, drawing thirty-two sets of responses and objections. Magistrate Judge Kimberly A. Jolson held discovery conferences on October 7 and October 27, 2021, and between November 5 and November 19 FirstEnergy produced in three tranches the 288,164 pages it had already given the Justice Department and the Securities and Exchange Commission. The plaintiffs searched the company’s files with about 200 terms and the individual defendants’ with about 260, read Jones’s text messages with thirty counterparties without any search terms at all, obtained the corporate jet’s flight logs from 2016 through 2021 and the executives’ phone logs, served interrogatories and requests for admission, and subpoenaed eleven third parties, among them PricewaterhouseCoopers, Clearsulting LLC and Verizon, Jones’s carrier. By the time the review passed 500,000 pages, depositions were set to begin on February 10, 2022.

They did not begin. The parties, the special litigation committee among them, exchanged two rounds of mediation statements and met before Layn R. Phillips, a former United States District Judge, for a thirteen-hour session on February 1, 2022 that ended without agreement; the negotiations continued through Judge Phillips for several days and nights, and on February 9 the parties signed a term sheet. FirstEnergy announced the terms on February 10, acting through the committee, and the stipulation of settlement, signed for the shareholders by van Kwawegen, Alla Zayenchik and Margaret Sanborn-Lowing of Bernstein Litowitz and by Maya Saxena, Thomas Curry and their colleagues at Saxena White, was filed with the motion for preliminary approval on March 11, 2022. The settlement resolved the Southern District case, the Northern District case and the Summit County case together.

Six Directors and a Political Oversight Committee

The defendants’ insurers would pay $180 million to FirstEnergy, about 82 percent of the roughly $220 million of directors’ and officers’ coverage that remained, leaving some $40 million for the defense of the other litigation the scheme had produced; the policies were wasting assets, consumed by defense costs as the case went on, and the shareholders’ motion put the recovery at three times the $60 million Community Health settlement that had been the largest derivative recovery in the Sixth Circuit, the third-largest insurer-funded derivative recovery on record after Wells Fargo’s $240 million and Boeing’s $237.5 million, and 78.26 percent of the company’s $230 million criminal penalty. The company’s claims to recoup the compensation of Jones, Dowling and Chack were carved out of the release and preserved, the claim against Jones alone worth about $56 million. Six directors who had served at least five years, Michael J. Anderson, Julia L. Johnson, Donald T. Misheff, Thomas N. Mitchell, Christopher D. Pappas and Luis A. Reyes, would not stand for re-election at the May 2022 annual meeting, and they left the board that month.

The governance terms, set out in Exhibit A to the stipulation and binding for at least five years, were written to the facts of the scheme. The full board was to “actively oversee FirstEnergy’s lobbying, political contributions, and political activities,” management was to prepare an annual Political and Lobbying Action Plan, and the company’s Code of Regulations was to be amended to say so. Within ten business days of the annual meeting the Corporate Governance and Corporate Responsibility Committee was to be reconstituted with a majority of independent directors who had joined the board in 2019 or later and renamed to include “Political Oversight,” and an independent third party was to audit the plan every year and report violations to the full board. A special committee of at least three such directors was to begin, within thirty days of the meeting, a review of the sitting senior executives and finish it within ninety, with the full board deciding in executive session without any officer present. The Compensation Committee, likewise reconstituted, was to tie the executives’ incentive metrics to legal and ethical compliance and to review and strengthen the clawback policy, and every proxy statement thereafter was to carry a section headed “Transparency in Corporate Contributions” listing each payment of the prior year to a 501(c)(4) organization or to any entity known to operate for a public official’s benefit, with its name, address, date, amount and purpose. Jeffrey N. Gordon of Columbia Law School, retained by the shareholders to help design the reforms, declared that they “will significantly improve shareholder welfare at FirstEnergy” and were “a significant addition to the compliance measures set forth in the DPA,” which had already required an executive director, a new chief legal officer, a new chief ethics and compliance officer and a compliance oversight subcommittee. The board, in a resolution attached to the stipulation, acknowledged that “Plaintiffs’ litigation and settlement efforts in the Actions are a primary factor in the Board’s agreement” to adopt, implement and maintain them.

Judge Marbley granted preliminary approval on May 9, 2022, heard the fairness arguments on August 4 and approved the settlement on August 23. He put the measurable direct cost of the scheme at no less than $427.5 million, the $60 million in bribes, more than $100 million paid in compensation to the individual defendants while it ran, the $230 million penalty and a pending $37.5 million ratepayer settlement, and accepted the plaintiffs’ estimate that the total harm likely exceeded $1 billion. Todd Augenbaum, who held 200 of the company’s shares, objected that the release was ambiguous as to claims against the company’s auditors, that the $40 million left in the insurance tower had been left on the table and that the recoupment carve-out might become a liability; the court found that the auditors had been engaged by the company, not the defendants, so their exposure survived, and that the release’s trade-offs “are no broader than necessary.” “Settlements are welcome,” he wrote of derivative cases, quoting an earlier court, and “[a]bsent evidence of fraud or collusion, such settlements are not to be trifled with.” Augenbaum moved for reconsideration, was denied on May 22, 2023, and appealed. On February 16, 2024 the Sixth Circuit, in an opinion by Judge Jane B. Stranch joined by Judges Batchelder and Davis, affirmed. Augenbaum’s principal argument was that only $72.28 million of the $180 million was insurance money that would not otherwise have been available to the company, so that the settlement was overvalued; the court answered that he cited no authority for applying such a pro rata insurance method to a derivative settlement, that an “insurance policy is a wasting asset subject to erosion by ongoing defense costs,” and that shareholders have a legitimate interest in taking a “bird in the hand instead of a prospective flock in the bush.” It rejected his claim that discovery had been cut short, noting that he identified nothing a deposition would have revealed beyond the documents, and held that most of his arguments had been forfeited in any event. Van Kwawegen led the action through pleading, discovery, settlement design, approval and appellate review, and the result paired cash for the corporation with enforceable changes to how its board governs.

“We’re in Complete Agreement With the Fed”

On February 2, 2018 the Federal Reserve issued a consent order against Wells Fargo & Company that barred the bank from growing its assets until it had submitted plans acceptable to the Fed for overhauling its board oversight and risk management, implemented them and had them validated by a third party; on April 20 the Office of the Comptroller of the Currency and the Consumer Financial Protection Bureau added orders of their own and a fine of more than $1 billion. Over the next two years Wells Fargo’s executives told investors the work was on track. Timothy J. Sloan, the chief executive, said on the July 13, 2018 earnings call that there was “no change” since Investor Day, told a Goldman Sachs conference on December 4 that there was “really nothing new to report” and that the bank was “still planning on operating under the [A]sset [C]ap through the first part of next year,” said on the January 15, 2019 earnings call “we’re in complete agreement with the Fed,” and testified to the House Financial Services Committee on March 12, 2019 that “we are in compliance with those plans.” John R. Shrewsberry, the chief financial officer, told a Deutsche Bank conference on May 30, 2018 that “our investors know everything that’s material that we know,” described the remaining work in June as “the last mile of knitting all of this together” and in February 2019 said “we’re making great progress.” The regulators’ letters said otherwise. The Fed had rejected the bank’s first plans on April 3, 2018, writing in May that they could not “be evaluated by [the Federal Reserve] staff for their adequacy”; the OCC rejected its plan on July 24, 2018 as lacking “substance and detail in a number of areas” and formally rejected a second proposal on November 21; the Fed called the bank’s revised deadlines “improbable and unrealistic” on January 24, 2019 and rejected the second revised plans on March 11, 2019, the day before Sloan’s testimony, citing “[p]ervasive inaccuracies” and warning that “[a] third failure to submit acceptable plans could cause the [Federal Reserve] to consider additional actions.” On March 13 the OCC told the board that Sloan’s testimony was inaccurate, and on March 20 that he had “failed to show the leadership necessary.” Sloan resigned on March 28, 2019. In March 2020 the committee’s majority staff reported that Sloan’s July and December 2018 statements had “misrepresented the bank’s progress toward lifting the FRB’s asset cap” and had “no basis,” and that his testimony had been false and misleading; the bank and its new board clawed back $15 million of his compensation, several directors left, and the committee’s chairwoman wrote to the Justice Department recommending that it consider criminal charges against him. The shareholders put the loss of market value at more than $54 billion.

The securities class action was filed in the Southern District of New York in June 2020 for purchasers of Wells Fargo common stock between February 2, 2018 and March 12, 2020. On August 29, 2020 the court appointed Handelsbanken Fonder AB, the Public Employees’ Retirement System of Mississippi, the State of Rhode Island’s Office of the General Treasurer and the Louisiana Sheriffs’ Pension & Relief Fund lead plaintiffs, with Bernstein Litowitz and Cohen Milstein as co-lead counsel, and the consolidated amended complaint of November 9, 2020 wove the regulatory history, the executives’ statements, the corrective disclosures and the market’s reactions into a single theory of investor loss. The defendants moved to dismiss on January 22, 2021, and on September 30, 2021 Judge Gregory H. Woods largely denied the motion, holding that the complaint adequately alleged that the statements quoted above were false or misleading when made, that Sloan’s “complete agreement” remark was a statement of present fact outside the safe harbor for forward-looking statements, and that the claims against the company, Sloan, Shrewsberry, C. Allen Parker and Elizabeth Duke could proceed; he dismissed the claims resting on a handful of other statements he found to be optimism or puffery. Discovery produced more than 3.9 million pages from the defendants, third parties and the lead plaintiffs. The parties mediated before Judge Phillips, signed a stipulation of settlement dated May 8, 2023, in which van Kwawegen joined John C. Browne, Michael D. Blatchley and Robert Kravetz on the Bernstein Litowitz signature block, and filed it on May 15; the court granted preliminary approval on May 16, the case was reassigned to Judge Jennifer L. Rochon on July 26, and on September 8, 2023 she approved the $1 billion cash settlement, the plan of allocation and the final judgment. It was the largest securities class action recovery in the United States in 2023 and among the largest ever, seventeenth on the list of all such settlements at the time. The stipulation defined the purchaser class, the released claims, the allocation process and the conditions for final judgment; because the claim belonged to purchasers rather than to the corporation, the remedy was a fund for eligible investors, distributed pro rata on recognized losses: an initial distribution paid on October 22, 2024, a second on July 23, 2025 and a third in September 2026. Van Kwawegen served in a lead role throughout, as the matter proceeded through contested motions, discovery, mediation, settlement terms and approval.

“Virtually Every Aspect” in New York

Credit Suisse ran its prime services business, the lending and trade-clearing desk that serves hedge funds, out of New York. In the spring of 2020 one of those clients, Malachite Capital Management, defaulted; in March 2021 Greensill Capital collapsed and the bank froze the supply-chain finance funds built on its paper; and later that month Archegos Capital Management, the family office of Bill Hwang, failed to meet its margin calls and Credit Suisse, its largest counterparty, lost more than $5.5 billion. A special committee of the board commissioned a report from Paul, Weiss, Rifkind, Wharton & Garrison, which concluded on July 29, 2021 that the Archegos losses were the product of a “fundamental failure” of the bank’s risk management systems and controls. The bank closed the prime services business in early 2022, eliminating thousands of jobs; in July 2023 the Federal Reserve entered a cease-and-desist order against Credit Suisse and UBS over the risk management failures in the United States operations and fined them more than $268 million; and by then Credit Suisse had been merged into UBS. On April 26, 2022 the Employees Retirement System for the City of Providence, suing derivatively on the bank’s behalf, filed a verified complaint in the Supreme Court of the State of New York against thirteen former directors, among them the former chairman Urs Rohner, and six former executives, among them the former chief executive Thomas P. Gottstein, the former chief risk and compliance officer Lara J. Warner, and Eric Varvel, Brian Chin and Radhika Venkatraman, who had run the asset management and investment banking businesses from New York. The claims alleged that the directors and senior officers failed to establish and oversee reasonable risk controls while the bank absorbed those losses and compliance failures in the years before its forced merger with UBS, and that under the Swiss law that governed their duties they were liable for ordinary negligence.

Varvel, Chin and Venkatraman moved on September 23, 2022 to dismiss for forum non conveniens, arguing that a dispute over a Swiss bank’s board belonged in Switzerland, and for failure to plead with the particularity New York requires of fraud claims. Justice Andrea Masley denied the motion from the bench on December 8, 2022 and in a written order on January 31, 2023, and on February 8, 2024 the Appellate Division, First Department unanimously affirmed. The defendants, the court held, had not carried the “heavy burden” of showing that justice required another forum: there was no credible argument that “a substantial nexus between this action and New York is lacking,” because “[v]irtually every aspect of the subject matter underlying this action occurred in New York”; the state had a significant interest as a “preeminent commercial center”; Switzerland’s interest in regulating its banks was “one factor to be weighed,” and no parallel case was pending there; and New York courts apply foreign law, Swiss law among it, as a matter of routine. The heightened pleading standard of CPLR 3016(b), the court added, does not reach negligence-based claims of breach of fiduciary duty under Swiss law. Leave to appeal further was denied on May 9, 2024. Five former executives then moved to dismiss for lack of standing after the UBS merger, and four others for lack of personal jurisdiction; those motions were argued in 2024 and 2025 and were still pending when the case settled.

Through three years of contested litigation in New York, Zurich and the canton of Valais, van Kwawegen’s team developed the board materials and the expert explanations of the bank’s governance systems on which the case would turn. Credit Suisse, the individual defendants and third parties produced nearly 300,000 documents, more than 1,580,000 pages; the plaintiff took thirty-two fact depositions, sixteen of them of named defendants, in New York, Los Angeles, Washington, West Palm Beach and London and by video from Singapore and Hong Kong, and served twelve third-party subpoenas; the parties exchanged ten expert reports and affirmations, five a side, on Swiss law, risk controls, governance and damages; and after Justice Masley granted four letters of request for evidence held in Switzerland on June 24, 2024, the plaintiff defended them before the Swiss courts and won an appeal in the Cantonal Court of Valais. The record traced information flows, warning signs, committee work, controls and decisions, how risks were escalated, evaluated and governed inside the bank and where the controls failed. The plaintiff’s damages expert put the loss to the corporation at $7 billion to $9.4 billion; the defendants’ expert put it at nothing. The parties mediated before Judge Phillips in three full-day sessions, in May 2023, May 2024 and July 2025, and at the third he made a mediator’s proposal that both sides accepted; a term sheet followed on July 21, 2025 and the stipulation on August 21. Judge Phillips later told the court that “the work that went into the mediation submissions and competing presentations and arguments was substantial and complex.”

The resolution produced a $115 million insurer-funded payment to UBS as Credit Suisse’s successor, the largest derivative oversight recovery in the history of the New York state courts. Justice Masley granted preliminary approval on August 22, 2025, notice went to about 230,000 registered UBS shareholders, one of whom objected, and she heard the motion on October 17, 2025. In her decision of July 10, 2026 she found the settlement “fair, reasonable and adequate,” weighing the standing and jurisdictional challenges still pending against the New York-centered claims that remained the only viable path to recovery, the three years of litigation and three mediations, and the breadth of the dispute over Swiss law, global discovery and expert evidence; no party disputed that the recovery was the largest of its kind in the state’s courts. Van Kwawegen led the action, and the court entered final approval and judgment in July 2026, the judgment of July 17 dismissing the claims against the individual defendants with prejudice upon the effective date and preserving the direct claims pending in the federal court in Manhattan.

Forty-One Dollars and Fifty Cents a Share

Santander Holdings USA and Banco Santander owned more than 80 percent of Santander Consumer USA Holdings when they took the rest private at $41.50 a share in cash through a tender offer and a merger under section 251(h) of the Delaware code, with no condition that a minimum number of minority holders tender, closing on January 31, 2022. Van Kwawegen led the class action in the Court of Chancery for the Liverpool Limited Partnership and Elliott International, with the Lycoming County Employees’ Retirement System and the Central Laborers’ Pension Fund as additional plaintiffs, alleging that the controllers had kept for themselves the profits the pandemic years had produced; the court certified a non-opt-out class of the former minority holders on January 22, 2024, the controllers never moved to dismiss, and the case settled for $162.5 million in cash one week before trial, with the final order and judgment entered on December 17, 2024 and the first distribution to former stockholders in February 2025. In the Walmart derivative litigation, brought by the Police & Fire Retirement System of the City of Detroit and the Norfolk County Retirement System over the board’s oversight of the company’s dispensing and distribution of opioids under the Controlled Substances Act, the Court of Chancery denied most of the motion to dismiss in two opinions in April 2023, an all-day mediation in July 2024 led to a stipulation on October 13, 2024, and on December 20, 2024 the court approved a settlement under which the defendants’ insurers paid $123 million to the company and Walmart agreed to strengthen compliance oversight by its Controlled Substance Compliance Committee and Audit Committee, practices it must keep for at least five years. In the Madison Square Garden Entertainment derivative action, filed May 27, 2021, the shareholders alleged that the Dolan family, which controlled both companies, had caused MSG Entertainment to overpay for MSG Networks in a stock-for-stock merger that tapped the networks’ cash flow to finance the parent without a minority vote and through a two-member special committee with a conflicted member; a two-day mediation before Judge Phillips on February 11 and 12, 2023 failed while trial preparation went on, the parties agreed under his supervision on April 19, and the court approved an $85 million payment to the company on August 14, 2023, less than a month before trial. Van Kwawegen led each of those cases.

A Garden in Amsterdam

Van Kwawegen grew up in the Netherlands, the first in his family to attend college, and served in the military police before law school. He earned an LL.M. from the University of Amsterdam School of Law in 1998 and practiced in the Netherlands at Schut & Grosheide, handling commercial and business disputes and international arbitration for sixteen months under a partner who became his mentor; one of the arbitrations was for an Ethiopian sesame seed grower whose Dutch buyer had not paid. “I would go to his house, sit in his garden and we’d review my notes for the next day’s arguments,” he said of the partner. “I would have dinner with his family, and then he would kick me out of his house because he still needed to work and I needed to work.” At twenty-seven he moved to New York to be with a girlfriend and to study at Columbia Law School, where he earned his J.D. in 2003 as a Harlan Fiske Stone Scholar. The relationship ended, and the mentor expected him home. “No, I kind of like it here,” he told him, and stayed; six years at Latham & Watkins followed, and in 2009 he joined Bernstein Litowitz. “I never thought I’d become this hot-shot lawyer doing arguments all over the country,” he said in 2025. Of why he did not go back: “one of the reasons why I stayed and did not go back to the Netherlands is I felt that freedom here.”

He has said that the decision to take shareholder cases to trial, in a field where nearly everything had settled, “changed the dynamic in a lot of these cases,” and that the shareholder bar had been missing from the debates where the rules are made: “nobody was really hearing from the shareholder bar, talking about what the interest of institutional investors are.” “In some ways, we see our role and I see my role as broader than just grinding day-to-day litigation, although I really enjoy that.” On running a team: “You find people—motivated, smart—tell them what the objective is, and provide them with means, support, and training to do it, then you let them do it.” On trial: “And look—it’s scary because you can also lose. But if it wasn’t scary, you wouldn’t have half the fun.” And on the rule of law: “It doesn’t matter whether it’s Republicans or Democrats—but if you don’t have the rule of law when you’re not the dominant political faction, your rights are going to be curtailed in a way that will make it more difficult and less free for you.”

Fifteen Colleagues

JVK launched on December 3, 2025, datelined New York, Wilmington and Los Angeles, with fifteen colleagues drawn from the corporate-governance and securities team van Kwawegen had led: CJ Orrico and Edward Timlin as partners and members of the Management Committee, Andrew Blumberg to run the Delaware office, Tom James and Eric Reidel in New York, Dan Meyer and Ben Potts in Delaware and Lauren Cruz in Los Angeles among them. “Investors today operate in a world of high-stakes governance failures and corporate misconduct,” van Kwawegen said that day. “They need counsel with a track record of success.” “JVK was founded to answer that call.” The firm advises investor clients and litigates securities and governance matters through discovery, expert work, trial preparation, settlement or judgment, and the partners who evaluate a claim also direct the discovery and keep responsibility for trial preparation and the court proceedings, so that a case does not change hands on its way to the courtroom. Public pension funds and other fiduciaries need assessments of jurisdiction, standing, leadership, discovery, duration and potential recovery, and reporting that lets their investment and legal officers weigh continued litigation against a negotiated settlement; that advisory work, and the litigation it leads to, is the firm’s business.

Van Kwawegen serves on the advisory board of Columbia Law School’s Millstein Center for Global Markets and Corporate Ownership and on the advisory board of the Institute for Law and Economics at Penn Carey Law, and he serves on the board of Legal Services NYC, which provides legal assistance to more than one hundred thousand New Yorkers in need each year. He speaks regularly at law schools including Berkeley, Columbia and Harvard and at investor forums; in April 2025 he gave a guest lecture in Harvard Law School’s Deals course, and that year he also spoke at the Tulane Corporate Law Institute, the Millstein Center’s memorial conference at Columbia and the University of Pennsylvania Journal of Business Law symposium. He has co-authored academic and professional articles on governance and investor rights, and his advisory work engages capital markets, corporate ownership, board accountability, disclosure and fiduciary stewardship. “We could not be more excited to hit the ground running and protect our clients’ interests and the rule of law.”