John P. Bueker Partner Ropes & Gray Prudential Tower 800 Boylston Street Boston, MA 02199-3600 T +1 617 951 7951 +1 617 854 2521 secretary john.bueker@ropesgray.com

Representative Clients and Matters

• Schering-Plough and Warrick Pharmaceuticals. National coordinating and trial counsel for two major pharmaceutical companies in a series of complex civil litigations brought by 23 state Attorneys General alleging false claims act and unfair trade practices act violations, and common law fraud arising out of the pricing for pharmaceutical products.
• Bain Capital Partners and Thomas H. Lee Partners. Represented private equity funds in connection with a highly-publicized multi-billion dollar breach-of-contract action against six banks, arising out of the banks’ refusal to honor their commitment to finance the Clear Channel Communications leveraged buy-out transaction.
• Large Financial Services Firm. Successfully represented a large financial services firm in connection with a Wells notice that threatened to scuttle its ability to close its planned $4.5 billion swap of its asset management business to Legg Mason.
• Hedge Fund. Lead sensitive internal investigation when allegations of insider trading surfaced at a large hedge fund client.

• Massachusetts Super Lawyers - Rising Stars (2005, 2006, 2007, 2010)

• Honorable Joseph L. Tauro, U.S. District Court for the District of Massachusetts (1997 - 1998)

Securities Fraud Litigation

• In re Cabletron Securities Litigation (D.R.I.) – Representing Cabletron and several individual defendants in connection with a putative class action Section 10(b) securities fraud claim alleging accounting improprieties designed to inflate revenues.
• In re Initial Public Offering Securities Litigation (S.D.N.Y.) – Representing companies that issued securities in the hot IPO securities market of the late 1990s and early 2000 in the largest-ever consolidated putative securities fraud class action.
• Sloan v. Aurora Foods, Inc. (E.D. Mo.) – Secured the dismissal of Section 10(b) and Section 11 claims brought against Aurora Foods, Inc. by a former employee and shareholder, and later settled the matter on very favorable terms after winning summary judgment on key issues underlying the state law securities fraud claims.
• In re Prison Realty Trust Securities Litigation (M.D. Tenn.) – Won the dismissal of the complaint against a controlling shareholder, alleged to have violated Section 15 of the Securities Act of 1933 and Section 20(a) of the Securities Exchange Act of 1934, and negotiated a very favorable settlement on behalf of the controlling shareholder’s representative on the Board of Directors.
• Telantis Partners VI, L.P. v. Santeusanio (D.N.H.) – Represented the CFO of a technology business alleged to have violated federal and state securities laws in connection with the sale of the business to a venture capital fund; successfully settled the matter on behalf of our client.

Derivative Litigation/Matters Involving Corporate Governance

• Shanahan v. Enterasys Networks, Inc. (Del. Ch.) – Defended Enterasys in a summary proceeding commenced by former officers in the Delaware Chancery Court seeking advancement of attorneys fees and expenses; advancement was denied preliminarily and the matter was resolved.
• Demoulas v. Demoulas Super Markets, Inc. (Mass. Super. Ct., Business Litigation Session) – Secured a complete victory for the board of directors of Demoulas Super Markets, Inc. in a derivative action brought by a significant shareholder following a nine day bench trial before the Business Litigation Session of the Massachusetts Superior Court.
• Golaine v. Edwards (Del. Ch.) – Secured the dismissal of all claims made in a shareholder derivative action alleging breach of fiduciary duty and waste of corporate assets in connection with an $8 billion acquisition.

General Commercial and Business Litigation

• Valani v. Lycos, Inc. (N.D. Cal.) – Represented Lycos, Inc. in a breach of contract action brought by former employees alleging that Lycos had failed to pay “earn-out” consideration in a merger transaction; successfully defended an application for temporary restraining order that would have block the sale of Lycos to Daum on fraudulent conveyance grounds, filed by the plaintiffs in the action.
• County of Jefferson, Missouri v. Isle of Capri Casinos, Inc. (Cir. Ct., Jefferson Cty.) – Defended Isle of Capri Casinos in a breach of contract action brought by the County of Jefferson, Missouri, in which the County sought to recover in excess of $120 million in tax revenue allegedly lost when Isle of Capri did not construct a casino in the County; the matter settled shortly before trial.
• Massachusetts Port Authority v. City of Boston (Mass. Super. Ct., Business Litigation Session) – Represented Massport in its successful bid to lift an injunction and construct a new runway at Logan Airport; served as co-counsel in three week trial.
• Town of Hull v. Massachusetts Port Authority (Mass. Super. Ct.) – Successfully defended Massport against claims brought by several municipalities seeking to block construction of a new runway on environmental grounds, winning summary judgment on all claims; grant of summary judgment affirmed on appeal.
• CARE v. FAA (D.C. Cir.) – Persuaded the District of Columbia Circuit to reject a challenge to the runway construction project made on APA grounds.

Internal Investigations/Defense of Government Enforcement Actions

• Representing the audit committee of a publicly traded company in connection with a stock options backdating probe.
• Representing a publicly traded insurer in connection with an inquiry from the United States Securities and Exchange Commission regarding tax reporting to its annuity contract holders.
• Representing a publicly traded company in connection with investigations being conducted by the United States Department of Justice and the Securities and Exchange Commission centering on allegations of revenue recognition improprieties and fraudulent accounting practices.
• Conducted an internal investigation for a leading health care provided alleged to have been engaged in various conflicts of interest.
• Represented one of the world’s largest financial institutions in connection with an enforcement action brought by the United States Securities and Exchange Commission against certain of its investment advisors.
• Retained by a Special Committee of a Board of Directors to conduct an internal investigation into the CEO’s practices with regard to options awards and contributions to the employees’ stock option plan and to advise it on whether or not to intervene in a derivative action.

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