Geoffrey C. Jarvis

Partner

EDUCATION
  • Cornell University
    B.A. 1980 - Phi Beta Kappa
  • Harvard Law School
    J.D. 1984 - cum laude
ADMISSIONS
  • Pennsylvania
  • Delaware
  • New York
  • District of Columbia
  • United States Supreme Court
  • USCA, First Circuit
  • USCA, Second Circuit
  • USCA, Third Circuit
  • USCA, Fifth Circuit
  • United States Court of Federal Claims
  • USDC, District of Delaware
  • USDC, District of Columbia
  • USDC, Eastern District of Pennsylvania
  • USDC, Middle District of Pennsylvania
  • USDC, Eastern District of New York
  • USDC, Southern District of New York
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Geoffrey Jarvis, a partner of the Firm, focuses on securities litigation for institutional investors. Geoff had a major role in Oxford Health Plans Securities Litigation, DaimlerChrysler Securities Litigation, and Tyco Securities Litigation all of which were among the top ten securities settlements in U.S. history at the time they were resolved, as well as a large number of other securities cases over the past 16 years. Geoff has also been involved in a number of actions before the Delaware Chancery Court, including a Delaware appraisal case that resulted in a favorable decision for the firm’s client after trial, and a Delaware appraisal case that was tried in October, argued in 2016, which is still awaiting a final decision. 

Geoff graduated from Harvard Law School in 1984, and until 1986, Geoff served as a staff attorney with the Federal Communications Commission, participating in the development of new regulatory policies for the telecommunications industry. Geoff then became an associate in the Washington office of Rogers & Wells (subsequently merged into Clifford Chance), principally devoted to complex commercial litigation in the fields of antitrust and trade regulations, insurance, intellectual property, contracts and defamation issues, as well as counseling corporate clients in diverse industries on general legal and regulatory compliance matters. Geoff was previously associated with a prominent Philadelphia litigation boutique and had first-chair assignments in cases commenced under the Pennsylvania Whistleblower Act and in major antitrust, First Amendment, civil rights, and complex commercial litigation, including several successful arguments before the U.S. Court of Appeals for the Third Circuit.  From 2000 until early 2016, Geoff was a Director (Senior Counsel through 2001) at Grant & Eisenhofer, P.A., where he engaged in a number of federal securities, and state fiduciary cases (primarily in Delaware), including several of the largest settlements of the past 15 years.  He also was lead trial counsel and/or associate counsel in a number of cases that were tried to a verdict (or are pending final decision).

Experience
Ongoing Cases
  • On January 27, 2021, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery issued an opinion in In re CBS Corporation Stockholder Class Action and Derivative Litigation, Consolidated C.A. No. 2020-0111-JRS, sustaining all but one of the claims asserted by Co-Lead Counsel KTMC on behalf of our client, Co-Lead Plaintiff Bucks County Employees Retirement Fund.  In the 157-page opinion, which contains references to a wide array of Delaware case law and legal scholarship, as well as such diverse sources as Rolling Stone magazine, Game of Thrones author George R.R. Martin, and Greek mythology, Vice Chancellor Slights holds that the stockholder plaintiffs adequately pled their claims against CBS’s (now known as ViacomCBS) Board Chair and controlling stockholder Shari Redstone, other members of the CBS board of directors, and former CBS President Joseph Ianniello challenging their conduct in connection with the December 2019 merger of CBS and Viacom, Inc., also controlled by Ms. Redstone. 

    Plaintiffs alleged that the merger of CBS and Viacom (referred to as the “Merger”) was the culmination of a years-long effort by Shari Redstone to combine the two companies in order to save the floundering Viacom, despite the lack of economic merit of the Merger and the opposition of CBS directors and stockholders alike.  Plaintiffs alleged that Shari Redstone wrested control of NAI (the holding company that controls CBS and Viacom) from her ailing father Sumner Redstone, and twice previously attempted to merge CBS and Viacom and failed.  The first time she was rebuked by the CBS board of directors, after which she publicly proclaimed that “the merger would get done even if [she had] to use a different process.” 

    Two years later, Ms. Redstone was back at it, attempting to force a CBS-Viacom merger.  This time the CBS board was so concerned that Ms. Redstone would force a merger over their objections, that they took the “extraordinary” measure of attempting to dilute Ms. Redstone’s control of CBS to protect CBS and its stockholders from her influence.  After hard-fought, expedited litigation, a settlement was reached that resulted in the CBS board turning over, and the addition of six new directors hand-picked by Ms. Redstone.  Importantly, Ms. Redstone and NAI also agreed that they would not propose that CBS and Viacom merge for a period of two years following the settlement.

    In spite of the settlement’s prohibitions, Plaintiffs allege that Ms. Redstone and NAI pushed forward.  Only four months after the settlement Shari Redstone caused the new CBS board—whom she had largely hand-picked—to form a committee to evaluate a merger with one primary target: Viacom.  Ms. Redstone sidelined carry-over directors who opposed her, enticed CBS’s acting CEO Joseph Ianniello (who previously opposed the Merger) to support her with hefty compensation packages, and worked to impose her views on an ultimate tie up through Ianniello’s newfound support.  As controlling stockholders of CBS, NAI and Ms. Redstone decided not to give CBS’s minority stockholders any say on the Merger—such as by permitting them to vote—and instead pushed the Merger through on deal terms that benefitted NAI and Viacom to the detriment of CBS and its stockholders in violation of their fiduciary duties.

    In the end, Plaintiffs allege that the Merger forced the poorly performing Viacom on CBS and destroyed value for CBS and its stockholders for NAI’s benefit.  Plaintiffs brought both direct class and stockholder derivative claims in the Delaware Court of Chancery in the Spring of 2020, and alleged that the current ViacomCBS board was conflicted and, therefore, not able to entertain a stockholder demand to initiate litigation against the board and NAI.  In its opinion, the Court credited nearly all of Plaintiffs’ allegations and held that the transaction was a “conflicted controller transaction” where Shari Redstone “engineered the Merger to bail out Viacom for the benefit of NAI, and thereby extracted a non-ratable benefit from the transaction.”  Vice Chancellor Slights noted in response to Defendants’ arguments that “A sinking ship remains a sinking ship, regardless of its proximity (spatial or temporal) from rock-bottom; and Plaintiffs have satisfactorily pled Ms. Redstone believed Viacom needed to be rescued at the time of the Merger.”

    With respect to Plaintiffs’ class claims, the Court ruled that sufficient to survive were Plaintiffs’ claims that “Ms. Redstone coerced Ianniello and the CBS Board into playing roles in the dramedy that culminated in the Merger, where CBS ostensibly played the role of acquirer” despite that what “really happened” was that “Ms. Redstone, desperate to combine Viacom and CBS, and viewing Viacom as the entity that would emerge from the Merger as superior, caused CBS to be subjugated by Viacom’s Board and management in a combined company that would henceforth be known as ViacomCBS.”

    The case will now proceed to discovery, with a trial expected to be set for some time in mid- to late-2022.

  • In early 2018, Kessler Topaz filed the first of seven opt-out securities fraud actions in New Jersey federal court on behalf of U.S., European, and Middle Eastern institutional investors against Perrigo and its former chief executive and chief financial officers.  These actions stem from Perrigo’s efforts to mislead investors to stave off a hostile takeover bid by pharmaceutical rival Mylan NV in 2015.  The plaintiffs allege that Perrigo failed to disclose problems concerning the company’s $4.5 billion acquisition of Omega Pharma NV, an over-the-counter healthcare company based in Belgium, and misrepresented its ability to withstand pricing pressure from the influx of competing drugs in the generic drug markets.

    On July 30, 2019, Judge Madeline Cox Arleo of the U.S. District Court of New Jersey denied defendants’ motions to dismiss the actions.  Discovery is ongoing.   

  • Kessler Topaz serves as co-lead counsel in a securities fraud class action brought on behalf of Allergan plc shareholders, based on the company’s participation in an industry-wide conspiracy to fix the prices of generic drugs.  Shareholders allege that notwithstanding Allergan’s prominent role in this illicit price-fixing scheme, the company repeatedly misrepresented to investors that it was not engaged in anticompetitive conduct—even as the company became ensnared in an investigation by the U.S. Department of Justice and 46 state attorneys general.

    On August 6, 2019, the Honorable Katherine S. Hayden of the U.S. District Court for the District of New Jersey issued a lengthy opinion denying defendants’ motions to dismiss the complaint and sustaining investors’ claims in full.  The case is now in discovery.   

Representative Outcomes
  • This shareholder derivative action challenged a conflicted “roll up” REIT transaction orchestrated by Glade M. Knight and his son Justin Knight.

    The proposed transaction paid the Knights millions of dollars while paying public stockholders less than they had invested in the company. The case was brought under Virginia law, and settled just ten days before trial, with stockholders receiving an additional $32 million in merger consideration.

  • On May 25, 2021, Chancellor McCormick of the Delaware Court of Chancery approved the $15 million portion of a $90 million global settlement of Delaware and federal litigation challenging the January 4, 2016 merger of Towers Watson & Co. and Willis Group Holdings plc.  Both actions challenged the fairness of the merger based, in large part, on a six-figure compensation package that Towers’ chief negotiator, defendant John Haley, stood to earn at the post-merger entity, and hid from Towers’ board and stockholders.  The global resolution provides a $1.52 per share payment to the vast majority of former Towers stockholders who are members of the overlapping classes in the Delaware and federal actions.  The settlement consideration largely closes the gap on the high end of the price range that Haley unsuccessfully bid when he re-negotiated the merger’s original terms in order to secure stockholders’ approval of the unpopular deal. 

    The Delaware action was dismissed in July 2019, when then-Vice Chancellor McCormick concluded that Haley’s undisclosed compensation package was immaterial to Towers’ board and stockholders.  In June 2020, however, the Delaware Supreme Court reversed and remanded the action back to the trial court, holding that the Delaware plaintiffs had sufficiently plead that Haley breached his duty of loyalty by failing to disclose the compensation proposal and selling out Towers stockholders in the merger renegotiations.

    Lead counsel for plaintiffs in the Delaware action are Lee D. Rudy, Geoffrey Jarvis, J. Daniel Albert, Stacey A. Greenspan and Daniel Baker of Kessler Topaz Meltzer & Check, LLP.

  • Kessler Topaz is co-counsel in an investment treaty arbitration on behalf of nearly 1000 claimants against the Republic of Cyprus before the International Centre for the Settlement of Investment Disputes (“ICSID”).  

    Claimants, nationals of Greece and Luxembourg, were all depositors or bondholders of either Cyprus Popular Bank (also known as Marfin Popular Bank or Laiki Bank) or the Bank of Cyprus, and suffered substantial losses when their bonds/deposits were confiscated as part of Cyprus’ response (known as “Plan B”) to the Cypriot financial crisis. Claimants allege that Cyprus violated its obligations under two bilateral investment treaties (the Cyprus-Greece BIT and the Belgo-Luxembourg Economic Union – Cyprus BIT). In response to the claims filed by the Claimants, Cyprus contested ICSID’s jurisdiction to hear the dispute.  On February 7, 2020, in a 2-1 majority opinion, the ICSID Tribunal determined that it has proper jurisdiction over the dispute. The decision is significant in that it involves claims by a number of claimants that is well in excess of most other mass ICSID arbitrations (including being larger than two out of the three cases pursued by bondholders against Argentina following Argentina’s debt crisis in the 2000s). The dispute will now proceed to the merits stage.

  • Kessler Topaz is co-counsel in an investment treaty arbitration on behalf of nearly 1000 claimants against the Republic of Cyprus before the International Centre for the Settlement of Investment Disputes (“ICSID”).  

    Claimants, nationals of Greece and Luxembourg, were all depositors or bondholders of either Cyprus Popular Bank (also known as Marfin Popular Bank or Laiki Bank) or the Bank of Cyprus, and suffered substantial losses when their bonds/deposits were confiscated as part of Cyprus’ response (known as “Plan B”) to the Cypriot financial crisis. Claimants allege that Cyprus violated its obligations under two bilateral investment treaties (the Cyprus-Greece BIT and the Belgo-Luxembourg Economic Union – Cyprus BIT). In response to the claims filed by the Claimants, Cyprus contested ICSID’s jurisdiction to hear the dispute.  On February 7, 2020, in a 2-1 majority opinion, the ICSID Tribunal determined that it has proper jurisdiction over the dispute. The decision is significant in that it involves claims by a number of claimants that is well in excess of most other mass ICSID arbitrations (including being larger than two out of the three cases pursued by bondholders against Argentina following Argentina’s debt crisis in the 2000s). The dispute will now proceed to the merits stage.

Publication

 “State Appraisal Statutes: An Underutilized Shareholder Remedy,” The Corporate Governance Advisor, May/June 2005, Vol. 13, #3.

Co-authored of “Securities Fraud, Stock Price Valuation, and Loss Causation: Toward a Corporate Finance-Based Theory of Loss Causation,” Business Lawyer, Aug. 2004.

Awards/Ranking

Benchmark Litigation Stars, 2020

Lawdragon 500 Leading Plaintiff Financial Lawyer, 2019