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Morrison & Foerster Secures Groundbreaking Result for Farmland Partners Inc. in Short-and-Distort Case

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Morrison & Foerster achieved a landmark settlement for its client Farmland Partners Inc. (FPI), a publicly traded farmland REIT located in Denver, Colorado. 

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Morrison & Foerster achieved a landmark settlement for its client Farmland Partners Inc. (FPI), a publicly traded farmland REIT located in Denver, Colorado. The matter involved a short-and-distort case against Quinton Mathews, the previously anonymous author known as “Rota Fortunae,” of a defamatory article published on the financial website “Seeking Alpha” that drove down FPI's stock price by 39% in one day, allowing Mr. Mathews and his clients to profit from their short positions. As part of the settlement, Mathews <a href="https://seekingalpha.com/instablog/47800059-rota-fortunae/5605955-mathews-settlement-press-release" target="_blank">acknowledged publicly</a> that his July 2018 article was full of false statements, and Mathews made a payment that was multiples of the profits he made off the scheme. The case presented novel legal issues, including: unmasking an anonymous author in a defamation case; how to serve an anonymous party; how to remove to federal court without consent of unknown Doe defendants; the applicability of anti-SLAPP statutes in federal court; determining whether, and when, statutes of limitations run for anonymous parties, and resolving thorny questions of personal jurisdiction.The team representing FPI included Corporate Finance partner Justin Salon; Litigation partners Scott Llewellyn and Grant Esposito; and Securities Litigation partner Michael Birnbaum; with Litigation associates Shaelyn Dawson, Kyle Pietari, and Brenden Cline.Read FPI’s <a href="http://ir.farmlandpartners.com/News/news-details/2021/Rota-Fortunae-Author-of-July-2018-Attack-on-Farmland-Partners-Retracts-Short-and-Distort-Article-Admits-Articles-Falsity-and-Returns-Multiples-of-Trading-Profits-He-Gained-from-Attack/default.aspx" target="_blank">press release</a>.

Morrison & Foerster Secures Groundbreaking Result for Farmland Partners Inc. in Short-and-Distort Case

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Justin is chair of the firm’s Capital Markets practice and former co-chair of Morrison Foerster’s REIT practice.Justin represents both issuers and underwriters in a wide variety of corporate and securities matters, including initial public offerings, primary and secondary offerings, private placements, senior and subordinated debt financings, and liability management transactions. In addition, he serves as primary outside counsel to numerous public company clients with respect to corporate governance issues, compliance with the U.S. federal securities laws, and the requirements of the New York Stock Exchange (NYSE) and NASDAQ, as well as general corporate matters.For his role as lead attorney on Arm's IPO, The American Lawyer recently recognized Justin as a 2024 "Dealmaker of the Year," an award honoring lawyers who guided the most complex, groundbreaking, and impactful deals of the past year.Justin is recommended by The Legal 500 US 2023 for Capital Markets: Debt Offerings, Capital Markets: Equity Offerings, M&A / Corporate and Commercial: Private Equity Buyouts, and REITs. He is also recognized as a leading lawyer in Chambers USA 2023 for REITs.<h4 dir="ltr">Representative Experience</h4><h5 dir="ltr">Equity</h5><ul><li dir="ltr">Represented Arm Holdings plc, the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023.</li><li>Represented SoftBank Group Corp. in connection with its $2 billion PIPE investment into Intel Corporation (Nasdaq: INTC).</li><li>Represented Uber Technologies Inc. (NYSE: UBER) in connection with its $300 million PIPE investment into Lucid Group, Inc. related to a global robotaxi program created exclusively for the Uber ride-hailing platform.</li><li dir="ltr">Represented Armada Hoffler Properties, Inc. (NYSE: AHH) in connection with multiple follow-on offerings of common stock and preferred stock and represented the underwriters in connection with Armada Hoffler’s initial public offering.</li><li dir="ltr">Represented Inovalon Holdings, Inc. (NASDAQ: INOV) in its initial public offering.</li><li dir="ltr">Represented RLJ Lodging Trust (NYSE: RLJ) in connection with its initial public offering.</li><li dir="ltr">Represented the underwriters in connection with Plymouth Industrial REIT’s initial public offering, multiple follow-on offerings of common stock, and issuance of perpetual preferred stock.</li><li dir="ltr">Represented the underwriters in connection with Community Healthcare Trust’s (NYSE: CHCT) initial public offering and numerous follow-on equity offerings.</li><li dir="ltr">Represented Farmland Partners, Inc. (NYSE: FPI) in its initial public offering, subsequent public offerings of common stock, and offering of 6.00% Series B Participating Preferred Stock.</li><li dir="ltr">Represented issuers or underwriters in connection with SPAC IPOs for Anzu Special Acquisition Corp I, Endurance Acquisition Corp., Pegasus Digital Mobility Acquisition Corp., Revelstone Capital Acquisition Corp., Science Strategic Acquisition Corp. Alpha, and Sound Point Acquisition Corp. I.</li><li dir="ltr">Represented Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of common stock resulting in proceeds in excess of $1 billion.</li><li dir="ltr">Represented UDR, Inc. in connection with multiple follow-on equity offerings.</li><li dir="ltr">Represented the underwriters in connection with multiple registered offerings of preferred stock and common stock by Sotherly Hotels (NASDAQ: SOHO).</li><li dir="ltr">Represented Trade Street Residential, Inc. in its backstopped rights offering and corresponding PIPE.</li><li dir="ltr">Represented the underwriters in connection with Independence Realty Trust’s (NYSE: IRT) offering of common stock and concurrent listing on the NYSE.</li></ul><h5 dir="ltr">Debt and Liability Management</h5><ul><li>As designated underwriters’ counsel to Royal Dutch Shell Plc, represented the underwriters in connection with registered offerings of more than $34 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc.</li><li>Represented the dealer managers in Shell plc’s exchange offers of up to $8.4 billion involving six series of outstanding notes and the issuance of new privately placed notes guaranteed by Shell.</li><li dir="ltr">Represented the underwriters in connection with the registered offering of $5 billion of notes by Novartis Capital Corporation, the U.S. financing subsidiary of Novartis AG.</li><li dir="ltr">Represented Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of debt securities resulting in proceeds in excess of $1 billion.</li><li dir="ltr">Represented ON Semiconductor Corporation (NASDAQ: ON) in its $500 million Rule 144A offering of 1.625% convertible senior notes, $805 million Rule 144A offering of its 0% convertible senior notes due 2027, and privately negotiated repurchase and exchange transactions for outstanding senior notes.</li><li dir="ltr">Represented Vontier Corporation (NYSE: VNT) in its $1.6 billion 144A offering of senior notes and its $1.6 billion registered exchange offer.</li><li dir="ltr">Represented Veeco Instruments Inc. (NASDAQ: VECO) in its $300 million 144A offering of 2.70% convertible senior notes and its $125 million Rule 144A offering of 3.75% convertible senior notes.</li><li dir="ltr">Represented Whole Foods Market, Inc. in its $1 billion Rule 144A/Regulation S offering of 5.200% senior notes due 2025 and subsequent registered exchange offer.</li><li dir="ltr">Represented the Commonwealth of the Bahamas in connection with its $100 million 144A sovereign debt offering.</li><li dir="ltr">Represented AutoZone, Inc. (NYSE: AZO) in connection with $1.55 billion of registered offerings of senior notes.</li><li dir="ltr">Represented Smithfield Foods, Inc. in its $1 billion offering of senior notes and concurrent tender offer for over $750 million of outstanding senior notes.</li><li dir="ltr">Represented WellPoint, Inc. (NYSE: WLP) in its $1.75 billion offering of senior notes.</li><li dir="ltr">Represented Aventine Property Group in connection with its $100 million private offering of convertible senior notes.</li><li dir="ltr">Represented the underwriters in connection with multiple registered offerings of senior notes by Sotherly Hotels (NASDAQ: SOHO).</li><li dir="ltr">Represented the placement agent in connection with the $50 million private offering of senior secured notes by Newport Realty Trust, a private mortgage REIT.</li><li dir="ltr">Represented the placement agent in connection with the private placement of $100 million aggregate principal amount of 6.75% senior unsecured notes due 2023 issued by MCREIF SubREIT, LLC, a private REIT managed by M360 Advisors, and fully and unconditionally guaranteed by M360 CRE Income Fund LP.</li><li dir="ltr">Represented the placement agent in connection with the private placement of $36.5 million aggregate principal amount of 7.5% senior unsecured notes due 2025 issued by NextPoint Real Estate Finance Operating Partnership, L.P., the operating partnership subsidiary of NexPoint Real Estate Finance, Inc. (NYSE: NREF).</li><li dir="ltr">Represented the placement agent in connection with the private placement of $42.25 million aggregate principal amount of its 7.00% senior unsecured notes due 2026 issued by Pelorus Fund REIT, LLC.</li></ul><h5 dir="ltr">M&A</h5><ul><li dir="ltr">Represented Education Realty Trust in its $4.6 billion all-cash sale to a newly formed perpetual life vehicle led by an affiliate of Greystar Real Estate Partners.</li><li dir="ltr">Represented UDR, Inc. (NYSE: UDR) in connection with Home Properties, Inc.’s $7.6 billion acquisition by Lone Star Funds, in which UDR acquired six communities for approximately $908 million.</li><li dir="ltr">Represented Greenlane Holdings, Inc. (NASDAQ: GNLN), in its merger of equals with KushCo Holdings, Inc.</li><li dir="ltr">Represented Pivotal Investment Corp. II in connection with its merger with XL Fleet Corp., a leader in vehicle electrification solutions for commercial and municipal fleets.</li><li dir="ltr">Represented Farmland Partners, Inc. in connection with its stock-for-stock acquisition of American Farmland Company (NYSE: AFCO), as well as more than $400 million of property acquisitions.</li><li dir="ltr">Represented Trade Street Residential, Inc. in its acquisition by Independence Realty Trust, Inc.</li><li dir="ltr">Represented the Special Committee of the board of directors of Bluerock Residential Growth REIT in connection with the proposed internalization of its external manager.</li></ul>

Justin Salon

Partner

Scott Llewellyn’s practice focuses on complex litigation in federal and state courts around the country, with an emphasis on patent and trade secret disputes. Over the past decade, he has worked on some of the most significant, high–profile IP cases involving technology for televisions, smartphones, and self–driving cars, relying on 40 years of experience with computer hardware and software. Scott also has significant experience with business divorce cases before courts and arbitrators, involving a mix of trade secret, patent, tort, and contract claims relating to technology development and implementation.Scott also has successfully tried general commercial arbitration and agency matters, briefed and argued various appeals in federal appellate court, and tried more than 20 cases for the Denver City Attorney’s office, most of them jury trials.Scott also has an active pro bono practice, having worked on a variety of criminal and immigration appeals, and having represented Colorado criminal defense and mental health organizations in high–profile suits against the state of Colorado for violations of the constitutional rights of defendants.At MoFo, Scott serves on the board of the Morrison & Foerster Foundation. In the broader legal community, he serves on the boards of the Colorado Lawyers Committee and Drop in the Bucket (a charity that builds wells and sanitation systems in sub–Saharan Africa).After law school, Scott clerked for the Honorable Clarence A. Brimmer, District of Wyoming, and the Honorable Diarmuid F. O’Scannlain, Ninth Circuit. He was also previously an adjunct professor at the Georgetown University Law Center.

Scott F. Llewellyn

Michael Birnbaum is a go-to litigator for high-stakes cases and investigations who serves as managing partner of Morrison Foerster’s New York office and served previously as the head of MoFo’s New York Litigation Department.As a member of the firm’s Investigations + White Collar, Securities Enforcement, and Securities Litigation Groups, Michael represents financial institutions, professional services firms, investment advisers, broker-dealers, and public companies in internal investigations and government enforcement matters. He advises clients facing inquiries from the SEC, FINRA, and other regulators, drawing on his prior experience as a senior trial counsel at the SEC to help clients navigate complex regulatory and enforcement issues. He has achieved significant results, including at trial, in matters involving investment funds and other financial institutions, addressing allegations of fraudulent securities offerings, registration violations, and supervisory failures related to the sale of securities.Michael’s practice also focuses on representing clients in complex commercial litigation in state and federal courts and before arbitration panels in trade secret, defamation, and “business divorce cases, and in restructuring-related disputes involving high-stakes chapter 11 proceedings and related litigation. He advises creditors’ committees in investigations and claims alleging fraudulent transfers, breaches of fiduciary duty, equitable subordination, and other contested issues that arise in bankruptcy proceedings. Michael is frequently engaged at critical inflection points in a case, where litigation risk, governance issues, and potential regulatory exposure intersect, and he brings a trial-ready, strategic approach to resolving complex disputes in bankruptcy courts and other forums.Michael is frequently invited to speak on topics related to securities litigation and enforcement, including by the Practising Law Institute (PLI) and Securities Docket. He also publishes articles relating to trending topics in these areas and serves on the editorial board of Wall Street Lawyer.Before joining private practice, Michael served at the SEC for 11 years, where he worked closely with SEC investigative units including the Asset Management Unit, the Market Abuse Unit, and the Complex Financial Instruments Unit. He also worked with attorneys at various U.S. Attorney’s Offices, the Manhattan District Attorney’s Office, and foreign securities regulators on securities-related investigations and prosecutions.<h4>Selective Significant Representations</h4><h5>Complex Litigation</h5><ul><li>Farmland Partners, Inc. Named “Litigator of the Week” by AmLaw Litigation Daily for achieving a landmark settlement for Farmland Partners Inc. (FPI), a publicly traded farmland REIT, in a “short-and-distort” case that was prompted by a defamatory article that drove down FPI’s stock price by 39% in one day. The previously anonymous author, who wrote under the alias “Rota Fortunae,” and his clients utilized the scheme to profit from their short positions. As part of the settlement, the author acknowledged publicly that his article was full of false statements and made a payment that was multiples of the profits he made off the scheme. Meanwhile, FPI prevailed on its defense of a class action accusing the company and principals of securities fraud.</li><li>Leading Audit Firm. Won full victory for leading audit firm in confidential arbitration concerning work performed in connection with government contracts, including an award of fees.</li><li>Traackr, Inc. Achieved favorable settlement in trade secrets litigation after successfully narrowing claims and theories of relief through motion practice and discovery.</li></ul><h5>Bankruptcy Proceedings</h5><ul><li>Unsecured Creditors of Incora Ltd. Represented in connection with a chapter 11 bankruptcy trial in U.S. Bankruptcy Court for the Southern District of Texas. We reached a conditional settlement for the Committee after investigating potential wrongdoing by various stakeholders—including securities law violations—and seeking standing to pursue claims to subordinate other stakeholders’ interests.</li><li>Unsecured Creditors of Nikola Corporation. Represented in connection with a chapter 11 bankruptcy proceeding in D. Del. bankruptcy court. As part of our representation, we are evaluating certain potential claims, including for potential securities law violations by various individuals, and investigating facts relating to several existing securities law cases against individuals connected to Nikola.</li><li>Unsecured Creditors’ Committees in Bankruptcy Proceedings. Led investigations and drove favorable settlements in matters including Clovis Oncology, Inc. (D. Del.) and Wesco Aircraft Holdings, Inc. (S.D. Tex.) (pending approval).</li></ul><h5>Government Enforcement</h5><ul><li>A Multinational Electronics Company. Representation in an SEC FCPA investigation involving conduct in Latin America related to a business relationship with a company that was subsequently involved in a government corruption scandal.</li><li>Investors in Cryptocurrency. Advise clients regarding litigation and regulatory investigations in connection with initial coin offerings and related transactions.</li><li>Special Purpose Acquisition Companies (SPACs). Represent SPACs, sponsors, and other investors in SEC investigations regarding various SPACs’ initial public offerings and de-SPAC transactions, and counsel clients engaging in such transactions regarding regulatory and litigation risks.</li><li>A Major Pharmaceutical Company. Successfully convinced SEC not to pursue an action against pharmaceutical company following investigation into the company’s FDA-related disclosures.</li><li>Leading Crowdfunding Entity. Representation in providing compliance advice and counsel in connection with FINRA inquiries arising from alleged unregistered securities offerings and disclosure issues.</li><li>An International Broker-Dealer. Representation in responding to FINRA and SEC inquiries related to the treatment of domestic and international client accounts.</li></ul>

Michael Birnbaum

Shaelyn Dawson is a litigator with a focus on patent, trade secret, and copyright cases. Shaelyn represents clients, large and small, in technical and high-stakes litigation, in federal and state court. Shaelyn’s substantial trial experience includes patent and breach of contract cases in the consumer electronics, semiconductor, and pharmaceutical space, as well as many copyright and trade secret cases.In addition to her intellectual property work, Shaelyn also maintains an active pro bono practice, where she focuses on civil and human rights as well as educational equality.Prior to joining Morrison and Foerster, Shaelyn served in a two-year clerkship to the Honorable Evan Wallach of the U.S. Court of Appeals for the Federal Circuit.Shaelyn is admitted to practice law in California and before the Federal Circuit.

Shaelyn Dawson

Litigation

Securities Litigation