Carl E. Volz defends publicly traded companies and their directors and officers in securities class actions, liability actions, SEC investigations, corporate governance disputes and other complex commercial litigation.
Mr. Volz has substantial experience counseling and conducting internal investigations for public and private companies, boards of directors and special committees. He has represented clients in a wide range of matters arising from allegations of options backdating, accounting irregularities, insider trading, inadequate or misleading public disclosures and breaches of fiduciary duties.
Mr. Volz was selected for the 2013 Illinois Super Lawyers list.
Prior to joining Dechert, Mr. Volz was a partner in the Chicago office of an international law firm.
- In re DT Industries, Inc. Sec. Litig. (W.D. Mo.) Obtained dismissal, with prejudice, of all claims against DT Industries and certain officers and directors in shareholder class actions filed in Western District of Missouri. Plaintiffs filed suit following DT Industries’ announcement that it was restating more than three years of financial statements. Plaintiffs alleged that the company violated Sections 10(b) and 20(a) by issuing quarterly and yearly financial statements which materially overstated its assets and revenues and caused reported earnings to be materially overstated. Court granted defendants’ motion to dismiss.*
- Electrical Workers Pension Fund v. Weiss, et al. (Cuyahoga County Court of Common Pleas) Represented current and former directors and officers of American Greetings in derivative action alleging directors breached fiduciary duties under Ohio law by backdating stock options. After extended procedural fight over jurisdiction and venue and limited production of documents, the matter was settled on terms highly favorable to the company and defendants.*
- In re Keithley Instr., Inc. Sec. Litig. (N.D. Ohio) Represented NYSE company and officers and directors in consolidated securities class action alleging violations of Exchange Act arising from optimistic representations regarding the company’s business condition and prospects and insider trading shortly before it announced it would not meet earnings projections; obtained voluntary dismissal of all claims against certain officer clients; plaintiff declined to appeal dismissal with prejudice of all remaining claims against remaining clients.*
- In re Kmart Corp. Sec. Litig. (W.D. Mich./6th Cir.) Obtained dismissal, with prejudice, of all claims against the former CFO and former controller of Kmart in consolidated securities class actions filed in the Eastern District of Michigan, alleging violations of §§10(b) and 20(a) of the Exchange Act. Claims arose out of Kmart’s representations that it was in the midst of a recovery when it actually posted a $2.4 billion loss for the year at issue. The dismissal was affirmed by the Sixth Circuit following oral argument.*
- In re Goodyear Tire & Rubber Co. Deriv. Litig. (N.D. Ohio) Secured dismissal of claims against current and former outside directors of Goodyear in consolidated securities, derivative and ERISA actions in the Northern District of Ohio, alleging violations of Exchange Act, ERISA and common law arising from accounting improprieties and unreasonably optimistic projections resulting in multi-year restatement of earnings.*
- In re Acceptance Ins. Cos. Inc. Sec. Litig. (D. Neb./8th Cir.) Represented the company and its current and former officers and directors in consolidated securities class action, alleging violations of §§ 11 and 15 of the Securities Act and §§ 10(b) and 20(a) of the Exchange Act arising out of understatement of reserves and failure to disclose increased reinsurance expenses. Obtained dismissal of the §§ 11 and 15 claims and summary judgment on remaining §§ 10(b) and 20(a) claims in District Court. Eighth Circuit affirmed dismissal and summary judgment.*
- In re Ben Franklin Retail Stores, Inc. (Bankr. N.D. Ill.; Ill. Ch and App. Cts.) Represented former directors and officers in these common law fraud, breach of fiduciary duty and negligence actions brought by the company’s lenders and Chapter 7 trustee. Claims arose out of alleged misrepresentations and omissions in the company’s public filings, loan documents and contracts. Obtained dismissals of all claims against all of our clients from Bankruptcy Court and Illinois state court, and affirmance of dismissals by Northern District and Illinois Court of Appeals following oral argument.*
- Kinesoft v. Softbank, et al (N.D. Ill.) Represented Kinesoft, a small video game developer, in action against Softbank, its largest shareholder, for damages sustained when Softbank refused to advance sums in accordance with previous settlement agreement and attempted to use provisions in shareholder agreement to force Kinesoft to close. Developed, crafted and successfully prosecuted novel claims and damage theories against Softbank and its senior officers that resulted in Softbank relinquishing ownership stake and paying all amounts owed.*
- OfficeMax v. HSBC (N.D. Ill.) Defended HSBC in TRO filed by OfficeMax to block termination of private label credit card program and for damages allegedly sustained by OfficeMax when HSBC sent termination notices to OfficeMax cardholders. Led team that in just 48 hours removed the action to federal court, successfully defended against remand motion, responded to motion for TRO and prepared motion to dismiss underlying complaint. After oral argument, negotiated a settlement which delayed termination of program by just weeks and provided HSBC with significant additional protections against cardholder defaults.*
- In re Exide Techs., Inc., Securities, Bondholder, Derivative Litigations (S.D.N.Y. and D.N.J.) and SEC investigation. Primary responsibility for defense of corporation and officers in consolidated securities fraud class action, putative bondholder class action and derivative action brought under Federal Exchange Act and New York common law, as well as accompanying NASD and SEC investigations.*
*Matter handled prior to joining Dechert.
Ohio University, B.S., B.S.J., 1992, with honors
Chicago-Kent College of Law, J.D., 1995, with honors
United States Court of Appeals for the Second Circuit
United States Court of Appeals for the Sixth Circuit
United States District Court for the Northern District of Illinois
United States District Court for the Northern District of Ohio
United States District Court for the Eastern District of North Carolina
United States District Court for the District of New Jersey
United States District Court for the Southern District of New York