Samuel H. Rudman

Challenging the First Settlement

TD Banknorth arose from a transaction in which TD Bank Financial Group acquired the public shares it did not already own. When the original Delaware plaintiffs proposed a settlement, Rudman and his firm challenged it as inadequate. The Court of Chancery rejected the agreement and appointed Rudman’s firm and clients to lead the class.

The new team had to establish that its clients could represent the class and that common issues supported certification. Class-certification discovery developed the representative record, while merits discovery tested the transaction process and valuation evidence. The work turned the court’s concern about the first proposal into an evidentiary foundation for a different recovery.

Rudman and Evan Kaufman led the renewed case through class-certification discovery, motion practice, merits discovery, and trial preparation. The team established that its clients could represent the class, developed the transaction and valuation record, and prepared the claims for adjudication.

After roughly two additional years of litigation, with trial approaching, the defendants agreed to pay $50 million—more than sixteen times the amount shareholders would have received under the rejected agreement. The court approved the revised class resolution on the developed record.

The final approval process addressed class representation, transaction evidence, valuation issues, distribution structure, and the path by which the improved consideration would reach eligible shareholders.

From SEC Enforcement to Private Claims

Rudman began his career as a staff attorney in the Securities and Exchange Commission’s Enforcement Division in New York, where he investigated and prosecuted violations of federal securities laws. He brought that experience with disclosure chronologies, responsible actors, trading evidence, and market events to plaintiff-side investor litigation.

In private securities litigation, Rudman applies that experience to the elements that turn an investigation into a classwide claim. He works from an investor’s transaction and loss, tests whether the challenged statement can be tied to contemporaneous information, and develops causation and damages evidence capable of common proof.

His pre-pleading work links public statements, contemporaneous information, regulatory material, trading data, potential witnesses, loss causation, and damages evidence to the judicial standards the complaint and class record must satisfy.

At Robbins Geller Rudman & Dowd, Rudman is a founding member, serves on the Management Committee, and manages the New York offices. His practice centers on investigating securities fraud, initiating securities and shareholder class actions, and pursuing recoveries for investors.

Motorola and Private Enforcement

In the Motorola securities litigation, investors challenged statements about the handset business and the company’s ability to compete in third-generation mobile technology. Rudman’s team developed the disclosure chronology, market evidence, witness and documentary record, and expert analysis needed to connect the challenged statements with investor losses.

After four years of litigation and denial of a second summary-judgment motion, the parties agreed to a $200 million cash settlement. Rudman worked with two public retirement systems that served as active class representatives throughout the case.

The district court approved the settlement in 2012. Rudman’s team had preserved the investors’ claims through dispositive motions and carried a mature evidentiary record into the negotiations that produced the funded recovery.

SPAC and Other Securities Matters

Rudman participates in the firm’s SPAC Task Force. Its work addresses sponsor incentives, projections, merger disclosures, financing, redemptions, and the transition to an operating company. The team combines litigators with investigators, forensic accountants, and economists to connect transaction structure and public statements with contemporaneous information, market movement, and investor loss.

Lawyers trace the sponsor structure and public disclosures; accounting and financial specialists examine projections and capitalization; economists test price and loss issues. Rudman’s role connects the investigation to the pleading and class strategy.

Rudman’s other matters have included Doral Financial, Blackstone, First BanCorp, Forest Laboratories, SQM, CVS Caremark, L-3 Communications, Snap, and Deutsche Bank. The different issuers and markets require each team to identify the challenged statement, relevant facts, investor transactions, price movement, discovery plan, and remedy supported by the evidence.

He also speaks and writes about securities litigation, confidential witnesses, investment advisers, and fraud-on-the-market doctrine. His work connects institutional investor oversight, class representation, discovery, expert analysis, trial preparation, judicial review, and administration of investor relief.

Class Leadership and Settlement Administration

Rudman works with institutional investors that accept responsibility for a class and remain engaged in major decisions. Lead plaintiffs oversee discovery priorities, litigation costs, material motions, proposed compromises, notice, and relief, giving the court a record for evaluating representation before absent investors are bound by a class judgment.

TD Banknorth required administration to remain part of the remedy after the improved consideration was negotiated. Rudman’s team supported the class definition, representative alignment, notice, and distribution structure required for final approval and payment of the $50 million benefit.

Motorola required disclosure, market, witness, and expert evidence to remain connected through summary judgment and settlement. The two public retirement systems supplied active class representation while the team carried the developed record into a $200 million court-approved fund.

Investigation, class representation, discovery, expert analysis, trial preparation, judicial review, and settlement administration each affect whether investor relief can be proved and delivered. Rudman’s work keeps those stages connected from the first disclosure chronology through the approved distribution process.