Close X
Attorney Spotlight

Find out which two countries Cheryl Palmeri gets the most questions about related to International Trade in today's market? Find out more>


Close X


Search our Experience

Experience Spotlight

In June 2016, AmSurg Corp. and Envision Healthcare Holdings, Inc. (Envision) announced they have signed a definitive merger agreement pursuant to which the companies will combine in an all-stock transaction. Upon completion of the merger, which is expected to be tax-free to the shareholders of both organizations, the combined company will be named Envision Healthcare Corporation and co-headquartered in Nashville, Tennessee and Greenwood Village, Colorado. The company's common stock is expected to trade on the New York Stock Exchange under the ticker symbol: EVHC. Bass, Berry & Sims served as lead counsel on the transaction, led by Jim Jenkins. Read more.

AmSurg logo

Close X

Thought Leadership

Enter your search terms in the relevant box(es) below to search for specific Thought Leadership.
To see a recent listing of Thought Leadership, click the blue Search button below.

Thought Leadership Spotlight

Inside the FCA blogInside the FCA blog features ongoing updates related to the False Claims Act (FCA), including insight on the latest legal decisions, regulatory developments and FCA settlements. The blog provides timely updates for corporate boards, directors, compliance managers, general counsel and other parties interested in the organizational impact and legal developments stemming from issues potentially giving rise to FCA liability.

Read More >

Chris Lazarini Provides Insight on Case Involving Dismissal of Claims Related to Madoff Ponzi Scheme

Securities Litigation Commentator


January 19, 2016

Bass, Berry & Sims attorney Chris Lazarini provided insight on the case R.W. Grand Lodge of Free & Accepted Masons of PA vs. Meridian Capital Partners, Inc. in which the plaintiff sued Meridian and others seeking to recover losses suffered in the Madoff Ponzi scheme. The Court upheld the district court's consolidation order and dismissal of all claims. Chris provided the analysis for Securities Litigation Commentator (SLC). The full text of the analysis is below and used with permission from the publication. If you would like to receive additional content from the SLC, please visit the SLC website to sign up for the newsletter.

R.W. Grand Lodge of Free & Accepted Masons of PA vs. Meridian Capital Partners, Inc., No. 15-1064 (2nd Cir., 12/15/15) 

*A district court may consolidate actions when there are common questions of law or fact in the cases pending before the court.
**To state a claim under Section 10(b), plaintiff must specifically identify the fraudulent statements, the speaker, where and when the statements were made and why the statements were fraudulent.
***SLUSA precludes state or common law claims alleging fraud in connection with the purchase or sale of a covered security. 

In multidistrict litigation, Plaintiff sued Meridian and others, seeking to recover losses suffered in Bernard Madoff's Ponzi scheme. The district court dismissed the action, finding that the middlemen defendants were genuinely deceived by Madoff and that Plaintiff failed to state a claim under Section 10(b) of the Securities Exchange Act of 1934. The court also dismissed Plaintiff's state law claims, finding them precluded by the Securities Litigation Uniform Standards Act ("SLUSA").

On appeal, Plaintiff challenged the consolidation order and the dismissal of its claims. The Court finds that the district court did not abuse its discretion in consolidating Plaintiff's claims with those of others, explaining that there are common questions of fact among the cases regarding defendants' investor presentations, letters and quarterly reports.

Conducting a de novo review, the Court affirms the dismissal of the Section 10(b) claims. The Court finds Plaintiff's "red flag" allegations – Defendants recklessly ignored warnings which should have called attention to Madoff's illegal conduct – do not give rise to a strong inference of scienter necessary to state a securities fraud claim. The Court notes that multiple district courts have rejected similar claims based on an alleged failure of due diligence in uncovering Madoff's fraud.

Finally, the Court finds that the district court properly dismissed the state law claims under SLUSA's preclusion provision. The state law claims, the Court explains, allege deception in connection with Plaintiff's decision to invest in one of Madoff's feeder funds and are, therefore, part of a covered class action precluded under SLUSA.

Related Professionals

Related Services


Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.