- Shareholder Rights & Fiduciary Duty Litigation
- Shareholder Derivative Litigation
- Corporate Mergers & Acquisitions
- Securities Fraud Class Actions
- University of San Diego School of Law (J.D. 2004)
- University of California, Santa Barbara (B.A. 2001)
- U.S. District Courts for the Northern, Central, and Southern Districts of California
- U.S. District Court for the District of Colorado
- U.S. Courts of Appeals for the First, Second, and Ninth Circuits
- Super Lawyer Rising Star (2015)
Shane P. Sanders concentrates his practice on shareholder rights litigation. Since joining the firm in 2005, Mr. Sanders has represented individual and institutional investors in shareholder derivative actions, securities class actions, and mergers and acquisitions cases. He has helped secure tens of millions of dollars and cutting edge reforms designed to improve the independence, rigor, and transparency of corporate governance at dozens of publicly traded companies.
Mr. Sanders has litigated a broad range of matters on behalf of shareholders, including cases addressing stock option backdating, the subprime mortgage crisis, board entrenchment and elections, executive compensation, corporate takeovers, violations of the Foreign Corrupt Practices Act, and myriad forms of fraud, including violations of federal securities laws related to insider trading and companies’ initial public offerings. Mr. Sanders received his Juris Doctor degree at the University of San Diego School of Law. During law school, he served as a law clerk at the San Diego County Public Defender’s Office.
Mr. Sanders received his Bachelor of Arts degree in Sociology at the University of California, Santa Barbara. He was a member of UCSB’s Division I track and field team, specializing in the 400-meter dash.
Selected Noteworthy Cases
Fifth Street Finance Corp.
Mr. Sanders played a central role in Robbins Arroyo's LLP prosecution of derivative claims brought on behalf of Fifth Street Finance Corp. The allegations centered on Fifth Street's relationship with its external investment advisor, Fifth Street Asset Management Inc. ("FSAM"). Plaintiffs asserted that certain Fifth Street and FSAM officers and directors caused Fifth Street to pursue reckless asset growth strategies, employ aggressive accounting and financial reporting practices, and pay excessive fees to its investment advisor to inflate the perceived value of FSAM prior to FSAM's initial public filing. Mr. Sanders was instrumental in the investigation and early settlement negotiations through which Robbins Arroyo LLP secured advisory fee reductions worth at least $30 million to Fifth Street, and comprehensive corporate governance, oversight, and conflicts management enhancements. In re Fifth Street Finance Corp. Shareholder Derivative Litigation, Lead Case No. 3:15-cv-01795-RNC (D. Conn. Dec. 13, 2016)
Mr. Sanders was part of the team whose efforts led to the creation of a Special Litigation Committee of Heckmann Corporation's board of directors to evaluate and consider claims arising from the company's disastrous acquisition of a China-based water company. Mr. Sanders briefed and argued the demurrer oppositions, persuading the court that demand on Heckmann's board would have been futile. Thereafter, Mr. Sanders helped secure a settlement that included the adoption of reforms to enhance transaction due diligence and disclosure practices to ensure adequate investigation of a target's internal controls over accounting and financial reporting. Hess v. Heckmann et al., No. INC 10010407 (Cal. Super. Ct.-Riverside Cty. Nov. 18, 2010).
Mr. Sanders' efforts in shareholder derivative litigation on behalf of Koss Corporation alleging unjust enrichment by receipt of compensation and director remuneration from the company in the midst of an employee's embezzlement were instrumental in beating defendants' motion to dismiss based on allegations of demand futility. After extensive discovery, Koss's directors agreed to pay nearly $1 million back to the company and implement corporate governance reforms to their board structure, external auditor and audit committee function, and accounting and internal audit functions. In re Koss Corporation Shareholder Derivative Litigation, Lead Case No. 10-cv-002422 (Wis. Cir. Ct.-Milwaukee Cnty. Dec, 22, 2011).
Mr. Sanders helped litigate shareholder derivative litigation alleging that the company's officers and directors permitted Alcoa Corporation to bribe members of the Bahraini government to receive market-premium prices for alumina from Aluminium Bahrain B.S.C. in violation of the Foreign Corrupt Practices Act ("FCPA"). Mr. Sanders led the discovery efforts – which included the review of tens of thousands of pages of non-public documents and information and an in-depth investigation into the company's compliance practices. Mr. Sanders also played a leading role in the settlement discussions that led to Alcoa's adoption of a comprehensive compliance program involving multi-level approach to managing FCPA and other anti-corruption programs. Rubery v. Kleinfeld, No. 2:12-cv-00844-DWA (W.D. Pa. Jan. 20, 2015).
Panera Bread Company
Mr. Sanders played a leading role in shareholder derivative litigation brought on behalf of Panera Bread to address allegations that the company's officers and directors misleadingly increased Panera's earnings guidance while demand for the company's products was declining and engaged in insider trading. Mr. Sanders briefed and argued the opposition to defendants' motion to dismiss, defeating the motion, and conducted extensive discovery. He helped negotiate the settlement, which secured valuable corporate governance reforms designed to address and prevent recurrence of the alleged wrongdoing, including the creation of new committees to provided increased involvement by senior management in the company's expansion and growth, and increased responsibilities to the audit committee Paschetto v. Shaich, No. 08-SL-CC00805 (Mo. Cir. Ct.-St. Louis Cnty. April 8, 2011).