EFiled: Dec 07 2015 05:35PMEST*”.
`Transaction ID 58254708
`Case No. Multi-Case
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`EXHIBIT C
`EXHIBIT C
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`EFiled: Dec 07 2015 05:35PM EST
`Transaction ID 58254708
`Case No. Multi-Case
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`Andrews & Springer LLC is a boutique securities class action law firm focused on
`representing shareholders nationwide that are victims of securities fraud, breaches of fiduciary
`duty, and other corporate misconduct.
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`Given that our founding members’ are Delaware lawyers, who routinely appear in the
`Delaware Court of Chancery, our firm is at the forefront of litigating cutting-edge issues affecting
`shareholders and shareholders rights. Our Firm’s practice model consists of retaining a small
`select group of high caliber attorneys who are committed to protecting shareholder rights. Having
`formerly defended some of the largest financial institutions in the world, our founding members
`bring their valuable knowledge, experience, and superior skill with the sole purpose of achieving
`positive results for our clients.
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`MERGERS & ACQUISITION LITIGATION
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`PRACTICE AREAS
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`Our Firm’s mergers and acquisitions practice focuses on challenging mergers and
`acquisitions that arise from a board of director’s breach of fiduciary duty resulting in an unfair
`price to shareholders.
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`Under most state corporate governance laws, the board of directors of a public company
`owe fiduciary duties to shareholders. These fiduciary duties include, the duty of care, good faith,
`loyalty, and duty of disclosure.
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`According to the Delaware Division of Corporation’s more than 50% of all U.S. publicly-
`held corporations are incorporated in Delaware. When mergers are challenged, Delaware law
`applies in most transactions. As a Delaware-based law firm, we are uniquely qualified to litigate
`merger class actions. As Delaware licensed attorneys our Firm is at the forefront of new legal
`developments and theories from the nation’s premier business court, the Delaware Court of
`Chancery.
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`SECURITIES FRAUD LITIGATION
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`Our Firm’s federal securities fraud practice prosecutes cases on behalf of investors that
`have suffered economic loss in their portfolios as a result of fraudulent misrepresentations made
`by corporations. The main advantage of securities fraud class actions is that it allows investors to
`recover the difference between the fraudulently inflated price of their shares and its true market
`value. Securities fraud class actions are usually brought under federal law, such as the Securities
`Act of 1933, the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of
`1995, and the Securities Litigation Uniform Standards Act of 1998. Given our Firm’s size and the
`high burden of proof placed on plaintiffs by federal legislation, we investigate and prosecute only
`a select number of cases.
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`SHAREHOLDER DERIVATIVE LITIGATION
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`Our Firm’s shareholder derivative practice initiates class actions on behalf of the
`corporation against senior management, directors, and other third parties for corporate misconduct.
`Shareholder derivative cases typically involve companies that are mismanaged, wasted corporate
`assets, or are involved in actions of self-dealing committed by the company management or
`directors. In these types of cases shareholders bring an action on behalf of the corporation because
`the company’s directors and officers, who run the company, cannot initiate a lawsuit against
`themselves even in the event of their own misconduct. If a recovery is achieved in a shareholder
`derivative action, monetary relief goes directly to the company resulting in an increase of the
`company’s share price and a profit for all shareholders.
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`For example, in In re Cheniere Energy, Inc. Stockholder Litigation, C.A. No. 9710-VCL
`(Del. Ch. Jun. 17, 2014), as co-lead counsel for the class, Andrews & Springer LLC, obtained a
`settlement, which included the Company agreeing to: (1) certain restrictions on the use for
`compensation purposes of approximately 7.845 million Available Shares absent a new stockholder
`vote, which must be held under a voting standard of a majority of the shares present and entitled
`to vote; (2) certain restrictions on the amount of stock Cheniere’s CEO could receive from the
`Available Shares in the event of stockholder approval; (3) modify the voting standard for all
`compensation-related votes over approximately the next seven and a half years, that is, until
`September 17, 2022; (4) defer seeking stockholder approval for any further stock-based
`compensation until 2017, irrespective of the outcome of the vote on the 7.845 million Available
`Shares; and (5) the board's compensation committee consisting of entirely independent directors.
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`CASES
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`We routinely represent stockholder plaintiffs in shareholder and federal securities class
`action and derivative liability cases in both the Delaware Courts and Courts nationwide. We work
`closely with co-counsel to effectively litigate high-stakes class actions. Representative cases
`include:
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`Ogden v. Cobalt International Energy Inc., et al., Case No. 4:15-cv-00139
`(S.D. Tex. Jan. 14, 2015) (Co-Lead Counsel);
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`Furlong Fund LLC v. VBI Vaccines, Inc., et al., Case No.: 1:14-cv-09435-SHS
`(S.D.N.Y. Mar. 5, 2015) (Lead Counsel);
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`Neil J. Graner v. Hudson Valley Holdings Corp., Index No. 70348/2014
`(N.Y. Supr. Ct. Westchester Cnty.) (Co-Lead Counsel);
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`Inc. Stockholders Litigation, Consol.
`In re Gentiva Health Services
`C.A. No. 10261-VCG (Del. Ch. Nov. 18, 2014) (Co-Lead Counsel);
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`In re Halcón Resources Corporation Stockholder Litigation, Consol.
`C.A. No. 10849-VCP (Del. Ch. Apr. 7, 2015) (Co-Lead Counsel);
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`In re InterMune, Inc. Stockholders Litigation, Consol. C.A. No. 10086-VCN
`(Del. Ch. Sept. 11, 2014) (Co-Lead Counsel);
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`Abrams v. XPO Logistics Inc., et al., Case No. 11585-VCN (Del. Ch. Oct. 7,
`2015)(Co-Lead Counsel);
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`Tharp v. Cognate Bioservices, Inc., C.A. No. 11179-VCP (Del. Ch.) (Co-Lead
`Counsel).
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`PETER B. ANDREWS
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`ATTORNEYS
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`Peter B. Andrews, a co-founding partner of Andrews & Springer, LLC, has over fifteen
`years of experience in complex commercial litigation. A graduate of Colby College (1992) and
`The Dickinson School of Law (1998), Mr. Andrews started his career with a niche group in a large
`Philadelphia law firm where he specialized in the representation of securities brokers and broker-
`dealers in litigation pending in various forums, including NASD and NYSE arbitrations.
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`Recruited for his securities industry experience, Mr. Andrews next took his practice to a
`national litigation boutique, Grant & Eisenhofer, where he represented institutional investors and
`individuals in various complex commercial actions, including securities class actions, derivative
`suits and M&A Litigation. During this employment, Mr. Andrews also gained experience in a
`wide variety of litigation matters outside of the securities industry such as qui tam
`(“whistleblower”) litigation, Fair Labor Standards Act (“FLSA”) collective actions, and consumer
`protection cases. While at Grant & Eisenhofer, Mr. Andrews participated in many notable and
`high profile cases, including Tyco and Enron, and also achieved monetary recoveries for
`stockholders in such matters as the Atlas Energy Resources, LLC Unitholder Litigation, and Rahl
`v. Flag Telecom, Inc.
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`Mr. Andrews is licensed in Delaware and Pennsylvania, and is also admitted to practice in
`numerous jurisdictions, including the Third Circuit Court of Appeals.
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`CRAIG J. SPRINGER
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`Craig J. Springer, a co-founding partner of Andrews & Springer, LLC, is a graduate of
`Widener University School of Law, Delaware (J.D. 2009) and the University of Delaware (B.A.
`Political Science 2006).
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`Mr. Springer began his legal career clerking for Judge Kevin Gross (now Chief Judge) in
`the United States Bankruptcy Court for the District of Delaware. After his clerkship, Mr. Springer
`became an associate attorney in the commercial and corporate litigation department of a mid-sized
`law firm in New York City. While practicing in New York, Mr. Springer defended large financial
`institutions and hedge funds such as Deutsche Bank AG, IDB Bank, Credit Suisse and Angelo
`Gordon & Co. in high-stakes commercial litigation and FINRA matters. Mr. Springer was also an
`associate attorney at a reputable Delaware boutique litigation law firm.
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`During his practice in Delaware, Mr. Springer assisted in the prosecution of a large nation-
`wide class action against a major insurance company. Mr. Springer also was one of several
`attorneys who represented lead plaintiffs from In re Washington Mutual Mortgage Backed
`Securities Litigation, Case No. C09-37 MJP, in the United States Bankruptcy Court for the District
`of Delaware in the WAMU bankruptcy case.
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`Mr. Springer is licensed to practice law in Delaware, New York and New Jersey. Mr.
`Springer is also admitted to the United States District Court, District of Delaware and the United
`States District Court, Southern District of New York.
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`DAVID M. SBORZ
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`David M. Sborz, an associate at Andrews & Springer LLC, is a graduate of Wilkes
`University (B.A. magna cum laude, Criminology & Political Science, 2009) and New York Law
`School (J.D. magna cum laude, 2012). Prior to joining the Firm, Mr. Sborz gained litigation
`experience at a New York based Plaintiff's law firm primarily representing individual and
`institutional investors in securities class actions and complex mergers and acquisition litigation.
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`Mr. Sborz has previously worked for Bank of America/Merrill Lynch in the Private
`Equity/Derivative Unit, where he gained valuable skills analyzing proposed and finalized Dodd-
`Frank Regulations and ensured that operations teams met all compliance requirements.
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`Additionally, Mr. Sborz gained extensive experience serving as legal associate with the
`U.S. Commodity Futures Trading Commission (CTFC), Division of Enforcement, conducting
`investigations into futures, options, commodities, speculation limits, market manipulation, and
`Ponzi schemes.
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`Mr. Sborz is licensed to practice law in New York and New Jersey and is admitted to
`practice before the United States District Court for the District of New Jersey and the United States
`District Court for the Southern District of New York. Mr. Sborz will sit for admission to the bar
`of the state of Delaware.
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