Cummins and Brown Law Cummins Brown Law Cummins & Brown LLC
Scripps Center
312 Walnut St. ♦ Ste. 1000
Cincinnati, OH 45202
Phone 513-241-6400
Fax 513-241-6464




Success Based on Creativity, Innovation and Focused Work

Business Formation and Development Corporate Governance
Securities Fraud Litigation Protecting Shareholder Rights
Representation of Educators and Educational Institutions Civil Litigation in all Practice Areas
Trade Secret and Noncompetition Protection and Enforcement False Claims Act and SEC Whistleblower
Advisory Services to Corporate Officers and Directors in Compliance and Enforcement Matters


  Cummns and Brown Law
A. Business Formation and Development We assist Clients in forming, financing and growing new and mid-size businesses.

Members of the Cummins♦Brown team were lead counsel in forming and developing one of the Midwest’s first and largest mutual fund groups. Jim Cummins, a part of the Cummins♦Brown team, co-authored Ohio’s Business Trust Statute, designed specifically to be the best mutual fund statute in the United States. This innovative legislation allowed Ohio mutual funds to grow in a predictable and safe environment, free of tax threats and awkward governance requirements.
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B. Securities Fraud Litigation


The Cummins♦Brown team, as lead and co-lead attorneys, have recovered nearly $1 Billion in settlements and judgments in securities fraud matters. A few of the notable successes for defrauded investors are:

Choice Care Litigation
- A recovery of $108 Million for a group of investor physicians in the largest federal securities and antitrust jury verdict in the history of the U.S. District Court for the Southern District of Ohio.

DPL & Peat Marwick Litigation - Members of the Cummins♦Brown team uncovered hidden assets in a complex securities fraud against DPL (an Ohio utility company) and Peat Marwick (one of the largest US public accounting firms, now known as KPMG). The $140 Million recovery against DPL and the $5.5 Million recovery against Peat Marwick were then one of the 50 largest securities fraud recoveries in the United States.

Gordon v. Future Healthcare, et al., (S.D. Ohio
) (securities fraud action against corporation and its accountants) Members of the Cummins♦Brown team were lead counsel and settled this securities fraud on behalf of insider shareholders. The case complexity required special expertise and leadership by the Cummins♦Brown team.

Freddie Mac Derivative Securities Fraud Litigation - Members of the Cummins♦Brown team were the lead group of attorneys who developed and prosecuted the 10(b)-5 securities fraud case against Freddie Mac. The case required an in-depth knowledge and understanding of complex accounting rules for reporting derivative transactions and other debt financing transactions. The Cummins♦Brown team provided leadership and necessary expertise in the case resulting in a $410 Million recovery for the individual and institutional members of the class represented. The recovery ranked as the 9th largest securities fraud settlement in U.S. financial history.

Other Securities Fraud recoveries, included two Ohio victories for investors against OM Group, Inc. and First Energy, Inc.. In those two cases Cummins♦Brown team members, provided essential support and insights into accounting and financial reporting fraud, resulting in recoveries of $92.4 Million and $25 Million for the investors.

Educational Testing Service Praxis Principles of Learning and Teaching: Grades 7-12 Litigation, MDL No. 1643 (E.D.La.)
– Members of the Cummins♦Brown team served on Plaintiffs’ Steering Committee in successful prosecution on behalf of teachers in many states wrongfully scored in teacher certification examinations.
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C. Protecting Shareholder Rights Proxy Contests & Shareholder Activism


The Cummins♦Brown team has organized and executed proxy contests for clients seeking to secure complete board control or several board seats. The Cummins♦Brown team was the first U.S. law firm to enable, with SEC clearance, proxy statement dissemination over the Internet.

The skills of the Cummins♦Brown team are called upon by incumbent Boards of Directors as well as dissident shareholders. At the request of one public company, members of the Cummins♦Brown team served as special proxy contest defense counsel for a public company in defeating shareholder efforts to extract “green mail” payments from the companies. Deploying unique techniques known as a modified Dutch auction, the dissidents’ voting strengths were essentially destroyed.


Minority Shareholder Protection and Litigation


Members of the Cummins♦Brown team have frequently designed and executed strategies for a successful exit for embedded minority shareholders, whose interests were being oppressed by the majority. In every case, the client’s interests were purchased by the majority or a third party at prices that disregarded traditional “minority shareholder discounts”

Prosecuting Accounting Fraud


The Cummins♦Brown team has nationally recognized expertise in detecting and prosecuting accounting fraud.
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D. Representation of Educators and Educational Institutions Cummins♦Brown acts as general counsel to sponsors and to community schools throughout the State of Ohio.

Cummins♦Brown also represents families in achieving educational plans and programs for children with disabilities; represents students in expulsion and suspension hearings and appeals; and represents teachers in disciplinary hearings.
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E. Trade Secret and Noncompetition Protection Enforcement Members of the Cummins♦Brown team have been selected by public companies' general counsel to protect its employees and the company in trade secret and noncompetition litigation.

A matrix, that came to be known as the "Cummins Matrix," became a tool for resolving national trade secret litigation among some of the country’s largest consumer products companies.
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F. Delivering Services to SEC Public Companies We provide securities compliance advice to public companies, their officers and directors.

The Cummins♦Brown team has served as special counsel to public companies' officers and directors, assisting them with securities compliance matters and internal investigations. Members of the Cummins♦Brown team have designed and reviewed compliance programs for public companies in the areas of risk management, audit committee charter and functions and Wells Notice responses.
Cummns and Brown Law
G. Corporate Governance Members of the Cummins♦Brown team have served as special corporate governance counsel to public companies to review and design "best practices" in corporate boards, committees and officers.

Cummins♦Brown team members have developed and delivered training programs for education boards and educators addressing:
  • Good practices for a Governing Authority;
  • Child Abuse Reporting; and
  • Framework of Community Schools in Ohio
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H. False Claims and SEC Whistleblower Representation of Whistleblower/relators in actions under the False Claims Act to recover funds improperly collected by government contractors, including corporations, hospitals and medical practice groups.

A Cummins♦Brown attorney recovered the largest settlement of a whistleblower case litigated by private attorneys at the time of the settlement.

Cummins♦Brown attorneys also have experience and expertise with Dodd Frank whistleblowers.
Cummns and Brown Law