Kevin M. Kennedy

Current Cases

• Continental Resources, Inc.

  CASE CAPTION	In re Continental Resources, Inc. Shareholder Litigation
  COURT	District Court of Oklahoma County
  CASE NUMBER	Case No. CJ-2022-4162
  JUDGE	Honorable Richard Ogden
  PLAINTIFFS	Ralph Donald Turlington and Pembroke Pines Firefighters & Police Officers Pension Fund
  DEFENDANTS	Harold G. Hamm, certain affiliates of the Hamm family, Shelly Lambertz, William B. Berry, John T. McNabb II, Mark E. Monroe, Ellis L. McCain, and Timothy G. Taylor

  Plaintiffs challenge the take-private acquisition of Continental Resources, Inc. by Continental’s controlling shareholder, Harold Hamm, which closed on November 22, 2022 (the “Take-Private”).  Hamm paid approximately $4.3 billion to squeeze out minority shareholders in a deal that valued Continental overall at approximately $27 billion.  On May 17, 2023, Plaintiffs filed their Verified Consolidated Class Action Petition.  The Petition alleges that Hamm violated his duty of loyalty to shareholders by paying an unfair price for Continental’s public shares, after an unfair negotiation process.  The Petition also alleges that Continental’s other board members were conflicted and failed to protect the interests of public shareholders.  Plaintiffs also alleged a breach of fiduciary duty by Hamm for engaging in insider trading by buying millions of shares of Continental stock and causing Continental to buy back shares while he was secretly planning to launch the Take-Private.  On October 3, 2023, the Court denied all defendants’ motions to dismiss, allowing all of Plaintiffs’ claims to proceed.  Plaintiffs are now engaging in document discovery.  Plaintiffs also filed their opening brief in support of class certification.

• Wells Fargo (City of Hollywood FPS)

  CASE CAPTION	In re City of Hollywood Firefighters’ Pension System v. Black, et al.
  COURT	Northern District of California
  CASE NUMBER	Case No. 23-cv-02445-JST
  JUDGE	Honorable Jon S. Tigar
  PLAINTIFF	City of Hollywood Firefighters’ Pension System
  DEFENDANTS	Steven D. Black, Mark A. Chancy, Celeste A. Clark, Theodore F. Craver, Jr., Maria R. Morris, Richard B. Payne, Jr., Ronald L. Sargent, Charles W. Scharf, Suzanne M. Vautrinot, and Nominal Defendant Wells Fargo & Company

  On January 2, 2024, a California federal judge appointed Kessler Topaz and its client the Hollywood Firefighters’ Pension System to lead a consolidated shareholder derivative action against directors and officers of Wells Fargo & Company.  In appointing Kessler Topaz and Hollywood Firefighters, the court denied requests by two other shareholders and their counsel to lead the action.  Plaintiff challenges the defendants’ failure to comply with regulatory consent orders arising from persistent illegal conduct, including opening unauthorized bank accounts, improperly requiring auto insurance customers did not need, and improperly repossessing automobiles of active military personnel.  The action alleges that the directors and officers breached their fiduciary duties by consciously disregarding repeated red flags regarding the Company’s regulatory compliance failures.

  Kessler Topaz initiated the litigation by serving a books and records demand pursuant to 8 Del. C. § 220 of the Delaware General Corporation Law in September 2021.  After receiving these nonpublic records, Plaintiff filed its complaint on May 19, 2023.  Defendants will now likely move to dismiss the action, which KTMC will oppose.

  Read May 19, 2023 Verified Shareholder Derivative Complaint Here