Marjorie P.Duffy

Partner

(T) + 1.614.281.3655

Marjorie Duffy represents corporations, directors, and officers in securities, shareholder, and derivative litigation. She concentrates on litigation arising from mergers and acquisitions and other significant corporate events, as well as on fiduciary, governance, and appraisal claims and statutory demands for corporate books and records. Marjorie advises clients under investigation, including by the SEC and DOL, and litigates consumer class actions involving RICO and other statutory claims.

Marjorie's representative litigation success includes obtaining dismissals of securities class actions under the Private Securities Litigation Reform Act (PSLRA) and of stockholder derivative and class actions in state and federal courts. She successfully has litigated M&A and other commercial disputes and recently obtained summary judgment in a nationwide consumer class action. Marjorie defended a KeyCorp affiliate in an MDL relating to the Madoff scandal and represented National City Corporation (now part of PNC Financial Services Group) in numerous securities, shareholder, derivative, and ERISA lawsuits arising from the subprime mortgage crisis. Other representative clients include Abercrombie & Fitch, Cardinal Health, Cooper Tire, Lubrizol, Nationwide Mutual Insurance Company, and Scotts Miracle-Gro.

Before joining Jones Day in 2008, Marjorie was a law clerk to the Chancellor of the Delaware Court of Chancery. She is a trustee of the Friends of the Columbus Metropolitan Library and chairs its Governance Committee. She also serves as chairman of the board of directors of VOICEcorps, which provides services to the visually impaired, and is a long-time volunteer reader.

Marjorie is the New Lawyers Group coordinator in the Columbus Office.

Experience

  • Former CFO prevails in Third Circuit against fiduciary-duty and fraudulent-transfer claimsJones Day obtained dismissal of all claims asserted in an adversary proceeding against the former CFO of The Standard Register Company in connection with Standard Register's 2013 acquisition of a competitor company and its subsequent bankruptcy in 2015.
  • Dismissal of shareholder challenge to Lubrizol's $9.7 billion merger with Berkshire Hathaway upheld on appealJones Day represented the board of directors of The Lubrizol Corporation in class-action and derivative litigation challenging the company's merger with Berkshire Hathaway, Inc., in a transaction valued at approximately $9.7 billion.
  • Cardinal Health secures dismissals of multiple shareholder derivative lawsuits in state and federal courts, and affirmance of dismissal by Sixth CircuitJones Day represented directors and officers of Cardinal Health, Inc. in multiple shareholder derivative actions (dismissed and affirmed on appeal), books-and-records requests, and shareholder demands arising from enforcement actions taken against the company by the Drug Enforcement Administration.
  • FirstMerit Corporation obtains dismissal of ERISA claims in 401(k) stock-drop litigationJones Day defended FirstMerit Corporation in an ERISA stock-drop class action relating to the offering of company stock as an investment option in a predecessor bank's 401(k) plan.
  • Cooper Tire & Rubber wins dismissal of securities class action, and Third Circuit affirmsJones Day, on behalf of Cooper Tire & Rubber Company and certain officers and directors, prevailed in a securities class action arising out of a terminated merger transaction.
  • Abercrombie & Fitch obtains summary judgment in nationwide class actionAbercrombie & Fitch Stores, Inc., represented by Jones Day, obtained a favorable summary judgment in a nationwide class action lawsuit.
  • Manufacturer of bird food defends against putative class actionJones Day is defending a manufacturer of bird food in a consolidated putative class action suit alleging that the company sold bird food products that should not have been sold and seeking a refund of funds expended by consumers.
  • Cardinal Health wins dismissal in state court, and affirmance in Sixth Circuit of dismissal in federal court, of shareholder derivative lawsuitsJones Day represented directors and officers of Cardinal Health, Inc. in shareholder derivative litigation in state and federal courts arising from the company’s interactions with the DEA.
  • Abercrombie & Fitch resolves purported class action related to promotional gift cardsJones Day client Abercrombie & Fitch Co. resolved a purported class action of all Ohio citizens who received certain promotional gift cards that expired.
  • Directors and officers of Cooper Tire & Rubber involved in shareholder derivative lawsuitsJones Day defended directors and officers of Cooper Tire & Rubber Company against shareholder derivative lawsuits arising out of a terminated merger transaction.
  • Hollister obtains dismissal of putative nationwide class action on forum non conveniens groundsJones Day represented Abercrombie & Fitch and its affiliate, Hollister Co., in a putative nationwide class action of Hollister customers.
  • Special Committee of Board of Directors represented in response to shareholder demand letter arising out of FDA inspectionsJones Day represented Special Committee of the Board of Directors in evaluating and recommending response to shareholder demand letter arising out of FDA inspections and related observations and communications concerning company operations.
  • KeyCorp obtains dismissal of shareholder derivative complaintOn November 29, 2011, the U.S. District Court for the Northern District of Ohio dismissed a shareholder derivative action against certain current and former officers and directors of KeyCorp, relating to liabilities the company incurred as a result of litigation with the IRS regarding cross-border leveraged-lease transactions.
  • Nationwide Mutual Insurance defends challenges to its merger with Harleysville MutualJones Day represented Nationwide Mutual Insurance Company in challenges to its merger with Harleysville Mutual and its simultaneous acquisition of a partially publicly owned subsidiary of Harleysville Mutual.
  • SunPower and Total partner to create new global leader in solar industry with $1.4 billion tender offerJones Day advised SunPower Corporation in the completion of the $1.4 billion tender offer by Total for up to 60% of SunPower's outstanding Class A Common Shares and 60% of SunPower's outstanding Class B Common Shares at a price of $23.25/share for each class.
  • KeyCorp defends two shareholder derivative actions, one relating to excessive compensation paid to certain officers in 2009, and second alleging breach of fiduciary duty relating to liabilities incurred as result of litigation with IRSJones Day is representing directors and officers of KeyCorp in two separate shareholder derivative actions, one alleging that the company paid excessive compensation to certain officers in 2009, and the other alleging breaches of fiduciary duties relating to liabilities the company incurred as a result of litigation with the IRS regarding cross-border leveraged-lease transactions.
  • TechTeam Global and its directors involved in putative shareholder class actionJones Day is defending TechTeam Global, Inc. and the majority of its former directors in a putative shareholder class action.
  • Venture fund exits managing memberJones Day represented a client in connection with the separation of one of its managing members from its operating companies.
  • Monterey Gourmet Foods and its Board of Directors defend shareholder class actions involving acquisition by PulmuoneJones Day represented Monterey Gourmet Foods and its Board of Directors in a shareholder class action which sought to enjoin a cash tender offer by Pulmuone U.S.A., Inc. for Monterey Gourmet Foods.
  • KeyCorp defends class actions alleging securities fraud and ERISA violations arising out of investments related to Bernard MadoffJones Day defended KeyCorp and an affiliate that managed a family of funds-of-hedge-funds against class actions arising out of the Bernard Madoff scandal.
  • Speaking Engagements

    • December 4, 2018
      Developments in Securities and Shareholder Litigation, Jones Day CLE Academy
    • August 28, 2018
      Insider Trading and Regulation FD - Legal Update, Jones Day CLE Speaker Series
    • November 28, 2017
      Directors and Officers in the Crosshairs: Trends in Securities and Shareholder Litigation, Jones Day CLE Academy
    • December 8, 2015
      Developments in Securities and Shareholder Litigation, Jones Day CLE Academy
    • March 8-10, 2013
      Fiduciary Responsibility course, Distinguished Practitioners in Residence Program in Business Law at The Ohio State University Moritz College of Law, co-teaching with the former Chancellor of the Delaware Court of Chancery
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