Qualifications and Career Profile
Joel W. Sternman concentrates his practice in litigation.
Most prominent among his cases is Basic v. Levinson, in which he led the defense of a securities class action alleging material misrepresentations in connection with a tender offer. Prior to its settlement, Mr. Sternman argued significant legal issues raised by the case before the United States Supreme Court. The Court's landmark decision, reported at 485 U.S. 224, has become one of the most frequently cited cases in the securities field.
Mr. Sternman has served as defense counsel to public companies, members of corporate management and underwriters in numerous litigations in the federal and state courts arising under the federal securities laws and related state statutory and common law. He has also litigated cases arising under other federal statutes, including CERCLA, ERISA and RICO, and has represented parties in SEC investigations and in litigations incident to bankruptcy proceedings. As counsel to corporate committees, he has conducted internal investigations to evaluate possible violations of federal and state laws.
Lectures and Articles
Mr. Sternman has been a member of the faculty for programs on corporate and securities litigation presented by the Practicing Law Institute and ALI-ABA and has spoken in the U.S. and in Japan about the exposure of directors of foreign corporations to U.S. litigation. He is the author of numerous articles including "Discovery Stays, Lead Plaintiffs and the Fraud on the Market Theory: Observations on the PSLRA and Recommendations for Change", 1015 PLI/Corp 295; "Life After Central Bank — Should Securities Professionals Really Sleep Better at Night?", 1015 PLI/Corp 419; "The Origins and Implications of the Joint and Several Liability and Proportionate Fault Provisions of the PSLRA", 958 PLI/Corp 757; "Advising the Directors: Minimizing the Risk of Litigation Through Internal Investigations by Special Counsel", C735 ALI-ABA 1; and "Exposure of Japanese Directors to Litigation in Japan and the U.S.", 26 Jour. of the Japanese Institute of International Business Law 675 (in Japanese).
Representative Cases
Basic, Inc. v. Levinson, 485 U.S. 224, 108 S. Ct. 978, 99 L.Ed.2d 194 (1988); 871 F.2d 562 (6th Cir. 1989); 786 F.2d 741 (6th Cir. 1986); and Fed. Sec. L. Rep. (CCH) 91,801, 1984 WL 1152 (N.D. Ohio 1984) (represented company in securities class action alleging material misrepresentations in connection with a tender offer).
Frank v. Dana Corp., 525 F. Supp.2d 922 (N.D. Ohio 2007), vacated, 547 F.3d 564 (6th Cir. 2008), dismissed following remand, 649 F. Supp.2d 729 (N.D. Ohio 2009) and Casden v. Burns, 504 F. Supp.2d 272 (N.D. Ohio 2007), aff'd, 306 Fed. Appx. 966, 2009 WL 103620 (6th Cir. 2009) (representing former CEO and CFO in securities class and derivative actions alleging material misstatements in connection with restatements, and in related SEC investigation. Following appeals of judgments dismissing complaints in both civil actions, dismissal of Frank vacated and, following remand, complaint again dismissed; dismissal of Casden affirmed; following termination of SEC investigation, no claims asserted against former CEO and CFO).
Burke v. Burr, No. RG04176541 (Alameda Sup. Ct. 2006) (represented special litigation committee in internal investigation of insider trading claims against officers and directors of generic pharmaceutical company. Following issuance of SLC report concluding that the allegations had no merit and that claims should be dismissed, action settled).
Steiner v. MedQuist Inc., 2006 WL 2827740 (D.N.J. 2006) (represented former COO in securities class action alleging failure to disclose improper billing practices. Settled).
Alloy Securities Litigation and Chan v. Diamond, Nos. 03 CV 1597; 03 CV 8494 (S.D.N.Y.) (represented company in securities class and related derivative actions alleging issuance of materially misleading statements, including financial statements, relating to on-line merchandise business. Both actions settled).
NTL, Inc. Securities Litigation, 347 F. Supp.2d 15 (S.D.N.Y. 2004) (represented former officer/director in securities class action alleging materially misleading statements relating to deceptive business practices. Settled).
Cross Media Marketing Corporation Securities Litigation, 314 F. Supp.2d 256 (S.D.N.Y. 2004) (represented officers and directors in securities class action alleging failure to disclose material information concerning FTC charges. Motion to dismiss class action granted and no appeal taken; related derivative action voluntarily dismissed).
SEC v. Credit Bancorp, Ltd., 290 F.3d 80 (2d Cir. 2002); 2000 WL 968010; 2000 WL 1752979, 43 UCC Rep. Serv. 2d 397; 109 F. Supp.2d 142; and 194 F.R.D. 457, reconsideration denied, 103 F. Supp.2d 223 (S.D.N.Y. 2000) (representing intervening plaintiff, second largest victim of a criminal Ponzi scheme, in action by SEC).
Havenick v. Network Express, Inc., 981 F. Supp. 480 (E.D. Mich. 1997) (represented co-lead underwriter in securities class action. Motion to dismiss granted and appeal withdrawn).
Brandwine v. Sony Corporation, 1995 U.S. Dist. LEXIS 19496 (C.D. Cal.) (represented defendants in securities class and related derivative actions alleging issuance of materially misleading statements concerning performance of motion picture division prior to write-off of goodwill. Following limited discovery, derivative action dismissed on forum non conveniens grounds and class action, as well as related SEC investigation, settled).
Glosser v. Cellcor Inc., Fed. Sec. L. Rep. (CCH) 98,708, 20 Del. J. Corp. L. 745, 1995 WL 106527 (Del. Ch. 1995); and 20 Del. J. Corp. L. 341, 1994 WL 593929 (Del. Ch. 1994) (represented underwriter in securities class action arising from initial public offering of biotech company. Following dismissal of most claims on motion, remaining claims settled).
Columbia Securities Litigation, 155 F.R.D. 466 (S.D.N.Y. 1994); and 747 F. Supp. 237 (1990) (represented defendants in securities class action alleging issuance of materially misleading statements denying pendency of merger negotiations. Settled).
Melridge Securities Litigation, 1992 WL 311185 (D. Or. 1992); 1992 WL 58265; 1991 WL 238269; 1990 WL 117822; 1989 WL 155691 (represented underwriter of convertible debentures in securities class action against numerous defendants alleging materially misleading statements in registration statement and prospectus. Following entry of default judgments and settlements, underwriter awarded summary judgment and, while appeal pending, claims against it mediated and settled).
Education and Bar/Court Admissions
Mr. Sternman received his B.A. from Dartmouth College in 1965, where he graduated Phi Beta Kappa, and his LL.B. from Yale Law School in 1968, where he was an editor of the Yale Law Journal. Following graduation from law school, Mr. Sternman clerked for William H. Timbers, Chief Judge of the United States District Court for the District of Connecticut. He is admitted to practice in New York, and before the U.S. Supreme Court; the U.S. Court of Appeals for the 2nd, 6th and 9th Circuits; the U.S. District Court for the Southern District of New York, the Eastern District of New York, and the Eastern District of Michigan; and the U.S. Tax Court.