Davis Wright Tremaine LLP, one of the Northwest’s largest law firms, is being sued for violating Oregon securities law by investors in Sunwest Management Inc., the disgraced senior living operator.

The Portland office of Davis Wright Tremaine referred calls to the public relations department in its Seattle office, which could not be reached to comment.


The lawsuit filed in Multnomah County Circuit Court names a series of Oregon limited liability corporations as plaintiffs and seeks to represent approximately 1,200 Oregon investors as a class action matter.

The named plaintiffs all invested in senior housing communities controlled by Jon Harder and Sunwest Management.

The suit accuses Davis Wright Tremaine and Timothy Dozois, a partner in the firm, of misleading investors into thinking they were buying into specific properties and that they would receive rent payments from Sunwest, which managed the series of allegedly independent properties. The suit seeks compensation for damages from the loss of value of Sunwest Management, once a $2 billion-plus company.

Damages could run into the hundreds of millions of dollars.

Attorneys involved in the case said they do not know the limits of Davis Wright Tremaine’s professional liability insurance. Oregon is the only state that mandates malpractice insurance for attorneys, but the amount is limited to about $300,000 per related case, according to the Oregon State Bar Professional Liability Fund. Large firms often carry excess insurance.

The suit seeks to hold Sunwest’s lawyers accountable to investors for misleading them about the nature of their investments.

“The defendants omitted material facts in connection with their own statements to investors. Defendants and other attorneys in Portland, Oregon also participated and materially assisted in the unlawful sale of these securities through their relationship with (Sunwest founder and controlling owner) Jon M. Harder and his enterprise of closely related Oregon companies,” plaintiffs claim.

Harder, who has filed for personal bankruptcy, is not a defendant in the case.

Justine Fischer, a Portland attorney working for the plaintiff’s team, said the next step is to have the suit designated as a “complex” case and assigned to a judge already hearing other legal matters pertaining to Harder and the Sunwest matter.

The investor suit mirrors a lawsuit filed in U.S. District Court for Oregon by the U.S. Securities and Exchange Commission.

Like the investor suit, the SEC suit characterizes Sunwest as a “Ponzi” scheme and said the company improperly managed its empire, which once included about 250 senior living centers, as a single operation instead of the unrelated businesses it described to investors.

Investors purchased shares of the real estate as tenants in common and were supposed to be paid rent by Sunwest Management.

Instead, Sunwest diverted funds from profitable properties to pay costs of unprofitable ones. When the economy collapsed and Sunwest could not secure credit, the company stopped making mortgage payments on some properties, triggering dozens of foreclosures and other legal actions.

The suit accuses Davis Wright Tremaine of facilitating the scheme by misrepresenting the “unitary” nature of the operation.

The suit says Davis Wright Tremaine and Dozois prepared numerous documents that misled investors into thinking they were buying into particular properties, including memoranda, disclosure materials, tenancy in common agreements, triple net lease documents, warranty deeds, operating agreements, real property purchase agreements and escrow instructions.

“The defendants and the Harder Enterprise did not tell investors that revenue generated in connection with the property they were investing in could be commingled and used to help fund less profitable properties owned and operated by the Harder Enterprise or would be loaned to less profitable properties. Investors also were not told that the Harder Enterprise had engaged extensively in such commingling of funds in the past and intended to continue do to so in the future,” the suit claims.

In addition to Fischer, the plaintiffs are being represented by two Washington, D.C., law firms, Cohen Milstein Sellers & Toll PLLC and the Law Office of Herbert Adelman.

Harvey J. Kesner, previously head of the New York Business and Securities Regulation Group at Haynes and Boone, LLP, and Ben Reichel, a partner, have joined the corporate and securities practice of Sichenzia Ross Friedman Ference LLP ("SRFF") as partners. The new additions couple two of the most active and dynamic securities practices in New York and result in one of the most experienced and productive corporate finance groups in the United States, representing well over 100 publicly traded companies.
Both the SRFF practice and Mr. Kesner's group have long focused on the needs of public companies, hedge funds, institutional investors, money managers, high net worth individuals, underwriters, placement agents and broker-dealers. Both practices have a well-established prominence in PIPES, venture capital, reverse mergers, public offerings and general corporate and securities law compliance. Since 2007, the combined practices have represented over 87 PIPE transactions totaling $900 million in value. The addition of Harvey and Ben brings the total number of attorneys in the SRFF corporate finance group to 21 lawyers and the total number of lawyers firm wide to 30. SRFF's practice groups include business and securities litigation, securities enforcement and broker dealer regulation.
"We are very fortunate to have Harvey and Ben join forces with us. The combination of their practice with ours continues our leading position in business counseling and securities transactions and has further expanded our market share," said Richard Friedman, managing partner of the firm. "Their addition solidifies SRFF's position as an industry leader and demonstrates our tradition of growth by careful additions of individual practitioners and cohesive practice groups that share our collegial and entrepreneurial spirit, and a dedication to quality of service."
Mr. Kesner stated, "Uniting both of these nationally recognized practices makes perfect sense. We are joining SRFF to consolidate our two similar and competitive practices under a single roof. We have always respected SRFF's professionals including their success in establishing a strong presence in China. Many of our friends and clients view SRFF as the international leader in small- and mid-cap public company representation and we look forward to continuing to expand both domestically and abroad."
Mr. Kesner focuses his practice on complex domestic and international transactions. He represents issuers, underwriters, agents and other financial intermediaries in public and private offerings, as well as in equity, debt, and derivative securities transactions. Mr. Kesner has an extensive background in representing issuers and other parties in mergers and acquisitions, private equity and venture capital transactions.
Mr. Kesner spent several years in Washington, D.C., where he was a senior attorney in the Division of Corporation Finance of the SEC. He holds an M.B.A. in finance from American University in Washington, D.C., where he also earned his J.D. Mr. Kesner received his B.S. from the State University of New York at Binghamton. Mr. Kesner served as General Counsel of a NYSE listed company and had previously been associated with several large New York law firms.
Mr. Reichel's practice focuses on corporate securities, venture capital, mergers and acquisitions, and general company representation. He has represented issuers in private and public offerings of debt and equity securities, including IPOs, secondary, PIPE and registered rights offerings. He has also represented investment firms and private companies in venture capital transactions, as well as hedge fund formation. In addition, Mr. Reichel has represented public and private companies, both as buyers and sellers, in various M&A deals, including statutory mergers, stock purchase transactions and asset sales and acquisitions. His practice also includes assisting public companies with their SEC filings, and advising them on securities law and daily corporate matters. Mr. Reichel received his J.D. from New York University School of Law and completed his B.A. at Yeshiva University.

Levi & Korsinsky ("L&K") is investigating breaches of fiduciary duty and other violations of state law by the board of directors of Nobel Learning Communities, Inc. ("Nobel Learning" or the "Company") (Nasdaq:NLCI) arising out of their failure to negotiate in good faith with a potential purchaser of the Company and pursue a transaction designed to maximize shareholders value. On September 22, 2008, Knowledge Learning Corporation made an offer to buy the Company for $17 per share which represents a 25% premium to the prior day's closing share price and is a price the Company's stock has not reached since 1996. The Board, however, has taken actions designed to maintain control over the Company and impede the maximization of shareholder value. These actions include the adoption of a rights plan in response to purchases of Company stock by entities controlled by or affiliated with Michael Milken who is the founder of Knowledge Learning Corporation.

If you own common stock in Nobel Learning and wish to obtain additional information, please contact us at the number listed below or visit http://www.zlk.com/nlci.html

L&K has experience in prosecuting investor securities litigation and an extensive practice in actions involving financial fraud and represents investors throughout the nation, concentrating its practice in securities and shareholder litigation.

Abraham, Fruchter & Twersky, LLP filed a class action lawsuit in the United States District Court for the Eastern District of New York against Oppenheimer Funds, Inc. ("Oppenheimer") on behalf of purchasers of the Rochester Fund Municipals ("Rochester" or the "Fund") (NASDAQ: RMUNX) (NASDAQ: RMUBX) (NASDAQ: RMUCX) from February 26, 2006 through October 21, 2008 (the "Class Period").

The complaint charges Oppenheimer, the Fund and certain of its Trustees with violations of the Securities Act of 1933. The suit claims Oppenheimer, which runs the Fund, misled investors about the risks of investing in the Fund, resulting in an over 30% decline in the Fund's value. The lawsuit identifies the following funds as affected: A Shares (RMUNX), B Shares (RMUBX) and C Shares (RMUCX).

The complaint alleges that the Registration Statements through which shares of the Fund were sold failed to disclose that under certain circumstances Trusts which contain Inverse Floaters, such as those employed by the Fund, may be put to the Fund for repayment of principal. This caused the Trusts to be collapsed and required the Fund to repay the principal amount of the tendered securities. In order to do so, the Fund was forced to sell securities from its portfolio regardless of market conditions and accept prices far below the values at which the bonds were carried on its books.

This risk factor was always present wherever inverse floaters were employed. However, no disclosure was made in any of the Prospectuses filed as part of Registration Statements with respect to the sale of the Fund's shares. Because of this lack of disclosure, the Fund's shares traded at artificially inflated prices during the Class Period.

On October 21, 2008, Rochester filed a Prospectus Supplement which disclosed the relevant risks associated with the Fund's investment in Inverse Floaters. As of October 21, 2008, the Fund's shares traded at $12.35 per share, down from $18.00 per share at the beginning of the year.

Plaintiff seeks to recover damages on behalf of all those who purchased shares of Rochester Fund Municipals from February 26, 2006 through October 21, 2008. The Plaintiff is represented by Abraham, Fruchter & Twersky, LLP which has extensive experience in securities class action cases, having been ranked among the leading class action law firms in terms of recoveries achieved by a survey of class action law firms conducted by Institutional Shareholder Services.

If you would like to discuss this action or if you have any questions concerning this notice or your rights as a potential class member or lead plaintiff, you may contact: Jeffrey Abraham or Jack Fruchter of Abraham, Fruchter & Twersky, LLP at 212-279-5050, or via e-mail at jabraham@aftlaw.com or jfruchter@aftlaw.com, respectively. If you wish to serve as lead plaintiff, you must move the Court no later than sixty days from today. Any member of the proposed class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain a member of the proposed class.

Levi & Korsinsky ("L&K") is investigating breaches of fiduciary duty and other violations of state law by the board of directors of Nobel Learning Communities, Inc. ("Nobel Learning" or the "Company") (Nasdaq:NLCI) arising out of their failure to negotiate in good faith with a potential purchaser of the Company and pursue a transaction designed to maximize shareholders value. On September 22, 2008, Knowledge Learning Corporation made an offer to buy the Company for $17 per share which represents a 25% premium to the prior day's closing share price and is a price the Company's stock has not reached since 1996. The Board, however, has taken actions designed to maintain control over the Company and impede the maximization of shareholder value. These actions include the adoption of a rights plan in response to purchases of Company stock by entities controlled by or affiliated with Michael Milken who is the founder of Knowledge Learning Corporation.

If you own common stock in Nobel Learning and wish to obtain additional information, please contact us at the number listed below or visit http://www.zlk.com/nlci.html

L&K has experience in prosecuting investor securities litigation and an extensive practice in actions involving financial fraud and represents investors throughout the nation, concentrating its practice in securities and shareholder litigation.

Sidley Austin LLP today announced that Daniel M. Price has rejoined the firm as Senior Partner for Global Issues and a member of the Executive Committee.

“We are delighted that Dan has returned to assume a leadership role in the firm,” said Thomas A. Cole, Chair of Sidley's Executive Committee. “His experience will be invaluable for our clients.”

Mr. Price recently completed service as Assistant to the President and Deputy National Security Advisor for International Economic Affairs in the Administration of George W. Bush. In this role, Mr. Price was the senior White House official responsible for international economic issues, including international trade and investment, foreign assistance, humanitarian relief, and the international aspects of financial system reform, energy security and climate change. Additionally, Mr. Price was President Bush's personal representative to the G-8, the G-20 Financial Summit and the Asia-Pacific Economic Cooperation Forum. He also served as the U.S. chair of various cabinet-level bilateral economic dialogues, including the Transatlantic Economic Council, the U.S. – Brazil CEO Forum and the U.S. – India CEO Dialogue.

“Dan is a brilliant lawyer and an enormously effective advocate,” said Henry M. Paulson, Jr., former Treasury Secretary who worked closely with Mr. Price. “He was a key player in international economic matters. He is a wonderful colleague and highly regarded around the world. Sidley is fortunate to have him back.”

Joshua B. Bolten, former White House Chief of Staff, agreed noting, “Dan is a real superstar. Sidley and its clients will benefit greatly from his strategic thinking, grasp of world economic affairs and extraordinary energy and effectiveness.”

Before joining the Bush Administration, Mr. Price chaired the International Trade and Dispute Resolution group at Sidley.

“Dan is the founder of our group, and I am thrilled to welcome him home in his expanded role at the firm,” said Andrew Shoyer, who succeeded Mr. Price as chair of the 50-person group. “His experience at the White House, not only on trade but on such cutting-edge issues as global financial regulation and climate change, will greatly enhance our practice.”

From 2002-2007, Mr. Price also served by Presidential appointment on the Panel of Arbitrators of the International Centre for Settlement of Investment Disputes (ICSID), and was a party-appointed arbitrator in a number of investment disputes. President Bush re-appointed Mr. Price to the ICSID Panel as of January 20, 2009.

Earlier in his career, Mr. Price was Principal Deputy General Counsel in the Office of the U.S. Trade Representative (1989 to 1992). He also served in The Hague as Deputy Agent of the United States to the Iran-U.S. Claims Tribunal (1984 to 1986) and in the Office of the Legal Adviser at the State Department (1982 to 1984).

Mr. Price received a BA with High Honors in History from Haverford College in 1977, a Diploma in Legal Studies in 1979 from Cambridge University where he was a Keasbey Scholar and a JD from Harvard Law School in 1981 where he was Articles Editor of the Harvard Law Review.

He has been a member of the Executive Council of the American Society of International Law, the Advisory Board of the British Institute of International and Comparative Law, the U.S. Secretary of State’s Advisory Committee on International Economic Policy and the Advisory Committee of the Institute of International Economic Law of Georgetown University.

Sidley Austin LLP is one of the world's largest full-service law firms, with more than 1800 lawyers practicing in 16 U.S. and international cities, including Beijing, Brussels, Frankfurt, Geneva, Hong Kong, London, Shanghai, Singapore, Sydney and Tokyo. Every year since 2003, Sidley has been named to Legal Business’ Global Elite, its designation for the 18 firms “that define the pinnacle of the legal profession.” BTI, a Boston-based consulting and research firm, has named Sidley to their Client Service Hall of Fame as one of only two law firms to rank in the Client Service Top 10 for seven years in a row, and to the BTI Power Elite as one of only seven law firms demonstrating the best client relationships for the fourth consecutive year.