Karen Pieslak Pohlmann

Karen represents issuers, their directors and officers, and underwriters in suits asserting claims under the federal securities laws, derivative suits relating to corporate governance, challenges to mergers and acquisitions, and appraisal actions. She has a strong track record of obtaining victories on motions to dismiss as well as favorable results at mediations. In addition, Karen has successfully defeated motions for injunction or class certification and persuaded plaintiffs to withdraw suits before courts ruled on legal arguments for dismissal. Her cases have involved issues ranging from restatements, lowered guidance, adverse decisions by the US Food and Drug Administration (FDA), responses to a leak, audit committee investigations, changes in business strategy, executive compensation, alleged violations of the False Claims Act (FCA)/Foreign Corrupt Practices Act (FCPA), non-prosecution agreements with the Department of Justice (DOJ), and challenges to the price and process in a merger or acquisition. She has also worked extensively with experts on damages and causation issues.

Her trial experience includes nonjury appraisal trials in the Delaware Court of Chancery, a Pennsylvania state court appraisal action, a federal nonjury trial involving the interpretation of a contract between a sales representative and a manufacturer, a nonjury trial in the Delaware Court of Chancery concerning the sale of a $39 million telecommunications business, and a five-week federal jury trial on lender liability claims, as well as the trial of a contested termination of parental rights motion. She has conducted direct and cross examinations of fact and expert witnesses.

In addition to financial institutions, her clients have included corporations such as Hewlett-Packard, Zimmer Biomet, JLL, Sempra Energy, General Cable, and Brocade Communications Systems, as well as start-up ventures. 

Karen has been recognized for her pro bono work. Since the early 1990s, she has represented abused and neglected children in the Philadelphia Family Court and in criminal cases as a child advocate and regularly appears in Family Court.

Recent Victories

• In Kanter v. Reed (Cal. Ct. App. 2023), the Second Appellate Division of the California Court of Appeal affirmed the ruling by the California Superior Court sustaining without leave to amend Sempra’s demurrer to breach of fiduciary duty claims filed against various directors and officers of Sempra and its subsidiary SoCalGas. The opinion was certified for publication and is the first time that a California state court applying California law has followed the Caremark framework used by Delaware courts to evaluate claims of breach of fiduciary duty based on alleged failure of oversight.
• In In re Zimmer Biomet Holdings Inc. Derivative Litigation (Del. 2022), the Delaware Supreme Court affirmed the Chancery Court (Del. Ch. 2021) dismissal of derivative claims against Zimmer Biomet Holdings Inc. and certain current and former officers and directors for failure to plead demand futility
• In Cochran v. The Penn Mutual Life Insurance Company (11th Cir. 2022), the US Court of Appeals for the Eleventh Circuit affirmed the district court’s (N.D. Ga. 2020) dismissal of class action breach of fiduciary duty claims against The Penn Mutual Life Insurance Co. and its brokerage subsidiary, Hornor, Townsend & Kent LLC as precluded by the Securities Litigation Uniform Standards Act
• 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 addition to these appellate victories over the past five years, Karen has worked on successful motions to dismiss investor securities fraud class actions filed in district courts in the Third, Sixth, and Ninth Circuits and California state courts, as well as motions to dismiss derivative cases filed in California and Delaware state courts, and an appraisal trial in Delaware