Amanda F. Lashner

Amanda has experience representing clients at various stages in the dispute process. She helps clients manage risk and resolve disputes before claims are filed, including by responding to letters threatening litigation and advising clients on strategies to accomplish corporate goals while minimizing litigation risk. Amanda also responds to shareholder and director demands to inspect clients’ books and records, including persuading shareholders to drop their demands and negotiating significant narrowing of those demands.

Amanda also represents clients in many aspects of active litigation. She prepares motions to dismiss, including numerous successful motions arguing failure to state a claim and, in derivative cases, failure to plead demand futility. Amanda drafts complaints and answers and oversees discovery and document productions, including supervising the collection and production of sensitive client material such as board presentations and minutes.

Additionally, Amanda takes and defends depositions, including preparing clients for depositions both in an individual capacity and as a corporate representative. She has experience opposing class certification, including drafting briefs and participating in related hearings.  Amanda also prepares motions for summary judgment and has negotiated settlements, including at mediation, and drafted complex settlement stipulations.

Appellate Victories

• In In re Zimmer Biomet Holdings Inc. Derivative Litigation (Del. 2022), the Delaware Supreme Court affirmed the Delaware Chancery Court’s 2021 dismissal of derivative claims against Zimmer Biomet Holdings, Inc. and certain current and former officers and directors for failure to plead demand futility.  The Supreme Court affirmed the Chancery Court opinion that accepted our argument that plaintiffs failed to plead facts showing directors knew about regulatory compliance issues at one location and that these issues would negatively affect company’s financial performance; agreed with our position that complaint lacked facts showing that either material nonpublic information had been shared with private equity funds or directors knew funds had access to material nonpublic information; and further agreed with our points that facts pled in complaint contradicted any effort to plead failure of oversight and that fact federal court had denied motion to dismiss securities claim did not support plaintiffs’ argument that directors acted with requisite state of mind.
• In a 2022 pro bono case representing three minor children, on appeal to the Pennsylvania Superior Court, succeeded in securing an affirmance of family court rulings terminating parental rights and changing the goal to adoption after the children had spent more than four years in foster care. The rulings ensure stability for the children and free them to be adopted by their foster parents.
• In Spirrizzi v. Zyla Life Sciences (3d Cir. 2020), the US Court of Appeals for the Third Circuit affirmed the district court’s dismissal of a putative class action alleging violations of the federal securities laws for failure to predict how the FDA would act in approving a drug. In re Egalet Corporation Securities Litigation (E.D. Pa. 2018): In a sweeping 58-page opinion, the district court ruled in favor of defendants on virtually all issues ranging from the protection afforded by the safe harbor for forward-looking statements to the type of facts necessary to plead that defendants acted with the requisite state of mind. 
• In Feuer v. Merck & Co. (N.J. 2019), the New Jersey Supreme Court interpreted for the first time the scope of the New Jersey Books and Records Act, holding that the statute did not provide shareholders the broad scope of access sought by the plaintiff in anticipation of a possible derivative action. We had previously obtained dismissal of the shareholder’s complaint in the Chancery Division and then obtained a favorable published opinion from the New Jersey Appellate Division.  
• In MICROS Systems (Md. Ct. Spec. Appeals 2016, cert. denied Md. Court of Appeals 2017), the Maryland Court of Special Appeals affirmed the decision by the Circuit Court dismissing a challenge to a merger after the Circuit Court had denied a motion for expedited discovery.
• In Doshi and City of Livonia Emps. Ret. Sys. v. General Cable Corp. (6th Cir. 2016), the Sixth Circuit Court of Appeals affirmed the district court’s dismissal of a putative class action alleging violations of the federal securities laws based on two restatements, finding that plaintiff had not adequately pled scienter.
• In Amerisourcebergen v. John Doe (Pa. Super. Ct. 2013, reargument denied, appeal to Supreme Ct. denied), the Pennsylvania Superior Court quashed as interlocutory the appeal of John Doe from an order of the Court of Common Pleas permitting the release of his identity since John Doe posted two comments on an online article, falsely using the name of an ABC employee. The Superior Court found that, in light of the fact that Mr. Doe’s comment illegally appropriated the name of another, it was not anonymous or pseudonymous speech protected by the First Amendment.    

Motions Granted by Trial Court

• In derivative action Goldschmidt v. Poyhonen, (Del. Ch. 2022), the Delaware Court of Chancery dismissed all claims against the financial adviser to a company engaged in a public sales process, which was alleged to have aided and abetted certain of the selling company's directors and officers' breach of fiduciary duties.
• In Allegheny County Employees’ Retirement System v. Energy Transfer, L.P. (E.D. Pa. 2021), the district court granted in part the motion to dismiss this putative class action alleging that issues relating to the construction of a pipeline resulted in violations of the federal securities laws. The district court agreed that plaintiffs had failed to plead facts showing that certain challenged statements were actionable or knowingly false when made. The district court also dismissed claims against two individual defendants.
• In Nikolov v. Livent (E.D. Pa. 2020), the district court granted the motion to dismiss this action alleging violations of the Securities Act of 1933 arising from the offering materials of an initial public offering, finding that the plaintiffs failed to plausibly state a claim.
• In Doshi v. General Cable Corp. et al. (E.D. Ky 2019), the district court dismissed with prejudice a securities class action arising out of a 2016 non-prosecution agreement between the client and the DOJ for another matter. This is the second time we have obtained the dismissal of a securities class action against this client.
• In Hussey v. Ruckus Wireless, Inc. (N.D. Cal. 2017), the district court granted with prejudice a motion to dismiss Section 14 claims finding that plaintiff had abandoned its Section 14(d)(7) claims and failed to state a Section 14(e) claim because scienter is required and was not pled, nor was falsity adequately pled. Media coverage of this decision is linked to this bio.
• In Feuer v. Merck (N.J. Super. Ct., Ch. Div. 2016), the New Jersey Superior Court’s Chancery Division adopted Merck’s interpretation of the statute and dismissed a shareholder action claiming entitlement to additional books and records for the purpose of preparing a derivative complaint relating to an acquisition by Merck. The shareholder appealed and that appeal remains pending.
• In Plumley v. Sempra Energy (S.D. Cal. 2017), the district court dismissed putative class action claims alleging violations of the federal securities laws arising from the natural gas leak at the Aliso Canyon natural gas facility. The court examined both pre-leak and post-leak statements and found that plaintiff failed to plead facts showing that the challenged statements were false or that defendants acted with scienter. The court allowed plaintiff 21 days in which to file an amended complaint addressing the deficiencies that it identified.
• In Hays v. Dvorak (Del. Ch. 2015), the Delaware Chancery Court granted a motion to stay a derivative case because the derivative suit relied on an adverse ruling in a patent trial, which ruling was on appeal. After the Federal Circuit vacated the bulk of the damages awarded in the patent trial, the Chancery Court approved the parties’ stipulation dismissing the case without prejudice.
• In two related cases, both titled Viesti Associates Inc. v. Pearson Education Inc. (D. Colo. 2014), the district court granted summary judgment in Pearson’s favor, finding that plaintiff Viesti Associates, a national stock photo agency, lacked standing to assert copyright infringement claims on behalf of third-party photographers and photography agencies. It specifically found that the copyright assignment documentation Viesti relied upon was legally insufficient to confer standing.