LAS VEGAS – James J. Pisanelli and Todd L. Bice, founding partners of Pisanelli Bice PLLC, are proud to announce renowned attorneys – and longtime mentors – Barry B. Langberg and Deborah Drooz have joined the firm.
“It’s an honor to call these respected attorneys friends, but we’re especially honored to have them joining us in practice,” Pisanelli said. “We have worked together on several cases over the years, and have shared many victories in the courtroom. Both my partner and I have learned so much from Debbie and Barry throughout our careers, so this is a natural fit.”
Both Mr. Langberg and Ms. Drooz bring impressive experience to Pisanelli Bice, and to Las Vegas. Both Mr. Langberg and Ms. Drooz have represented some of the world’s most recognized celebrities in libel and defamation proceedings, securing landmark victories for their clients.
Barry B. Langberg is one of the nation’s preeminent trial attorneys. Over his 45 year career, he has won numerous jury verdicts in defamation, entertainment, real estate and commercial cases. Hailed as “one of the nation’s premier libel attorneys,” by the Los Angeles Times, Mr. Langberg won a landmark victory in the libel case of Carol Burnett vs. National Enquirer. Mr. Langberg has represented several well-known public figures and companies in several high-profile defamation matters, including Martha Stewart, Kevin Costner, Rodney Dangerfield, Berry Gordy, Aretha Franklin, Steve Wynn, Sears Corp., Fluor Daniel, MGM Resorts, and Wynn Resorts.
Deborah Drooz brings a strong record on appeal to the firm, having a number of published and precedent-setting appellate victories in state and federal courts including Gordy v. New York Daily News, Steam Press Holdings. Inc. v. Hawaii Teamsters and Allied Workers Union Local 996, and Star Editorial v. Dangerfield. Ms. Drooz also has a number of notable unpublished appellate victories which include Alexander Haagen III v. Saks & Company, and Meyers v. Tempesta, et al. In addition, Ms. Drooz advises public figures and corporations on First Amendment issues. She also counsels clients in intellectual property, appellate and entertainment transaction matters.
Ms. Drooz earned a bachelor’s degree from the University of California Los Angeles, and a J.D. from the Southwestern University School of Law. Ms. Drooz was recognized as one of the Best Lawyers in America (2013-2014), and is currently an adjunct professor for defamation and privacy law at Southwestern University School of Law where she also has lectured for the LL.M. program on Entertainment Law.
“This addition is an illustration of our ongoing commitment to provide our clients with the unrivaled level of service they expect from us,” Pisanelli said. “Barry and Debbie are incredibly well-respected by their clients and peers. They are assets to the firm and we’re so proud to have them onboard.”
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LAS VEGAS (CN) — Founders of a Nevada stem cell research firm skimmed money from the $110 million they raised to develop treatments for Alzheimer’s disease, a member of the company’s own board claims in court.
Tiara Holdings II LLC sued Stemedica Cell Technologies Inc. and its top three officers on April 6 in Clark County Court. The officers are CEO and Chairman of the Board Roger Howe, Vice Chairman and CEO Maynard Howe and President and Chief Medical Officer Nikolai Tankovich.
Dr. Anthony M. Marlon, a medical doctor and businessman, holds 430,000 shares of Stemedica through Tiara Holdings, where he is a member. He also is a member of the board of Stemedica, he says in the complaint.
He says Stemedica’s founders have kept Tiara and independent auditors “in the dark” about its financial records and transactions.
“Stemedica’s founders have operated a nearly 10-year investment scheme, wherein they have raised over $110 million dollars from various individual investors for the purported purpose of funding and establishing a stem cell company,” Tiara says in the lawsuit.
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Wynn Resorts Ltd. founder and chairman Steve Wynn and his ex-wife will be back in court after the company accused Elaine Wynn in a civil lawsuit of copying confidential company computer files for her personal benefit.
The company filed suit late last month in Clark County District Court seeking punitive damages as well as more than $15,000 in compensatory damages in a three-count complaint.
The lawsuit, filed March 28, accuses Elaine Wynn of breach of contract, breach of fiduciary duty and conversion, defined as the unauthorized assumption and exercise of rights of ownership over personal property belonging to another.
The lawsuit is the latest in seven years of legal battles between the Wynns that began with Steve and Elaine Wynn’s divorce settlement and continued when Steve Wynn filed suit against his former business partner and major Wynn Resorts shareholder Kazuo Okada.
In 2012, Steve Wynn filed suit against Okada, alleging the Japanese slot machine entrepreneur of bribing Philippine gaming officials when he developed what eventually became the Okada Manila, a 993-room hotel-casino that opened in Manila in December. Okada countered with a lawsuit against both Steve and Elaine Wynn. Steve Wynn is not affiliated with the Manila project but when the lawsuit was filed, the Wynn Resorts forcibly redeemed Okada’s 20 percent stake in the company.
Divorce Settlement
The Wynns’ 2010 divorce decree ordered the couple to split their stakes in Wynn Resorts evenly, while Steve, as CEO, agreed to always re-elect his ex-wife to the board of directors. In return, Elaine Wynn agreed to a provision that she wouldn’t sell her shares without the company’s permission.
But when Elaine Wynn was up for re-election to the board in 2015, shareholders rejected her after the board of directors nominating committee did not endorse her. Steve Wynn voted his shares for her, but she only received 26.2 percent of the total shareholder vote.
Based on allegations outlined in the most recent lawsuit, it’s clear now why some shareholders — mostly institutional investors who care most about the company’s financial performance — may not have voted for her.
According to the three causes of action listed in the recent lawsuit, the company is accusing Elaine Wynn of violating the Wynn Resorts’ Code of Business Conduct and Ethics and The Policy Regarding Nondisclosure and Nonuse of Confidential Information that board members are bound by.
Hard Drives Copied
The lawsuit says Elaine Wynn copied information from Wynn Resorts’ hard drives that she had access to as a director and copied them to personal computers and those files were shared with two law firms she had hired in her legal fight against Steve Wynn and the company.
“There are not two sets of rules — one for Elaine and one for everyone else — as Elaine appears to think,” said the lawsuit filed by the Las Vegas law firm of Pisanelli Bice, Wynn Resorts’ outside counsel.
“Elaine Wynn is bound by her fiduciary obligations and her contractual agreements to adhere to Wynn Resorts’ policies and procedures protecting company confidential and privileged information. … In committing the acts alleged herein, Elaine Wynn is guilty of oppression, fraud and malice toward Wynn Resorts. As such, Wynn Resorts is entitled to recover punitive damages from Elaine Wynn.”
Elaine Wynn’s attorney, Washington-based James M. Cole, did not return calls and emails from the Review-Journal, but told Bloomberg News last week she was acting under the advice of her personal attorneys, who were working with the company’s attorneys at the time.
Cole told Bloomberg it was disappointing to see Wynn Resorts “wasting the court’s valuable time by filing a new complaint about a matter they already had before the court and abandoned when the hearing did not seem to go well for them.”
The best litigation for business decision makers is the litigation that never happens. Court cases are time-consuming, expensive and take a business owner’s mind off business. The best way to avoid litigation? Document everything, know your obligations and be certain your protections are in place.
“It sounds a little simplistic, but I would say, know your legal obligations, comply with them, and most important, create documentation of your compliance,” said Lee Roberts of Weinberg, Wheeler, Hudgins, Gunn & Dial.
“Most litigation arises out of the business disputes with a party you’re doing business with, and it’s almost always about money,” said Roberts.
Step one in keeping a business out of litigation is to make certain the rights and obligations of both sides of a deal are documented. Whether with a formal contract created by a lawyer or a memo of understanding, or even a letter sent to the other side, it’s important there be some form of written documentation.
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Wynn Resorts is attempting to overturn two district court orders directing it to hand over documents to Japanese gaming mogul Kazuo Okada as part of a long-running dispute over his ousting in 2012.
Okada was removed from Wynn’s board in 2012 after it was revealed he was being probed for corruption, and was forcibly made to redeem a 20 percent stake in the casino operator.
The documents in question contain information used by the Wynn board of directors in February 2012 to determine that Okada and his related companies were unsuitable parties that could jeopardize Wynn’s gaming licenses.
According to a report from Las Vegas Review, Attorney Todd Bice representing Wynn Resorts has argued that Clark County District Judge Elizabeth Gonzalez erred when she required that some information used by the board in its decision be turned over to Okada.
