Law Offices of Timothy L. Miles
124 Shiloh Ridge
Hendersonville, TN 37075
Mr. Miles received a Bachelor of Science in Psychology from Belmont University in Nashville, Tennessee in 1993 and his J.D. from the Nashville School of Law in May 2001, graduating third in his class, and was made a member of the Honorable Society of Cooperâ€™s Inn which is reserved for students graduating in the top ten percent of their class. He is admitted to practice before the Tennessee Supreme Court; the United States District Court for the Western, Middle and Eastern Districts of Tennessee and the District of Colorado; and the Sixth Circuit Court of Appeals. He is a member of the Nashville Bar Association; National Trial Lawyers Association; and Harry Phillips American Inns of Court (Student Member 2000).
Mr. Miles has dedicated his career to representing shareholders in complex class-action litigation. Whether serving as lead, co-lead, or liaison counsel, Mr. Miles has helped recover hundreds of millions of dollars for defrauded investors, shaped precedent-setting decisions, and delivered real corporate governance reforms. Judges and peers have repeatedly recognized Mr. Milesâ€™ relentless advocacy for shareholders, as well as his unbendable ethical standards. For example, Mr. Miles is a member of the prestigious Top 100 Civil Plaintiff Trial Lawyers: The National Trial Lawyers Association, which is by invitation only and is â€œextended to those attorneys who exemplify superior qualifications, trial results, and leadership in their respective state based upon objective and uniformly applied criteria.â€ The National Trial Lawyers Association explained the significance of this honor: â€œWith the selection of Timothy L. Miles by The National Trial Lawyers: Top 100, [Mr.] Miles has shown that he exemplifies superior qualifications, leadership skills, and trial results as a trial lawyer. The selection process for this elite honor is based on a multi-phase process which includes peer nominations combined with third party research.â€
Mr. Miles other recognitions include:
The AVÂ® Preeminentâ„¢ Rating by Martindale-HubbleÂ® in Securities Law, Litigation and Class Actions (2014-2018). The AV Rating is the highest possible rating given by LexisNexis Martindale-Hubbell Peer Review for a lawyer and is established on a peer-review basis. The AV Preeminent designation signifies that Mr. Miles has been rated by judges and fellow attorneys as having the highest possible rating for legal abilities and ethical standards. The rating is awarded to less than five percent of all attorneys across the United States, and is the highest rating offered by the Martindale-Hubbell Law Directory.
The PRR AV Preeminent Rating on Lawyers.com by Martindale-HubbleÂ® (December 2017). The rating was awarded after â€œa strenuous Peer Review Rating processâ€ and signifies Mr. Miles has the â€œHighest Possible Rating in Both Legal Ability & Ethical Standards.â€
The Top-Rated Lawyer in Litigationâ„¢ for Ethical Standards and Legal Ability by Martindale-HubbleÂ® (Feb. 2015).
Superb Rated Attorney, (10.0 out of 10), the Highest Rating Possible by Avvo.
Avvo Top Rated Lawyer 2017 & 2018 (Avvo).
One of only 2 class action attorneys in Nashville with a perfect 10.0 Rating on Avvo and one of only 7 in Tennessee.
Americaâ€™s Most Honored Professionals â€“ Top 1% (2016-2018) (American Registry).
Mr. Miles focuses his practice on securities fraud class actions, shareholder derivative actions, and corporate mergers and acquisitions class actions.
Timothy L. Miles has dedicated his career to representing shareholders in complex class-action litigation. He has helped lead the fight to protect investors form securities fraud and whether serving as lead counsel, co-lead counsel, or liaison counsel, has helped recover hundreds of millions of dollars for defrauded investors in securities class actions. Mr. Miles has also helped vindicate the rights of the corporation injured by misconduct of its officers and directors through shareholder derivative actions and helped deliver real corporate governance reforms and preserve company assets. Mr. Miles has also aggressively help prosecute unfair corporate takeovers and help maximize the benefits received by shareholders and ensured shareholders have received all material disclosures concerning the terms of the merger in order to be able to make an informed decision on whether to vote for or against the merger.
Below are some of Mr. Miles most notable cases in these areas.
SECURIES FRAID CLASS ACTIONS
Schuh v. HCA Holdings, Inc., No 3:11-01033 (M.D. Tenn.) (Sharp. J.) (Liaison Counsel) (record-setting $215 million settlement). This case was brought alleging claims arising out of the alleged failure of HCA Holdings, Inc. (â€œHCAâ€) to disclose material information to the public in connection with the companyâ€™s 2011 IPO. More specifically, Lead plaintiff alleged that defendants were liable for failing to disclose in IPO offering documents that HCA was experiencing and would continue to experience declines in several important revenue streams. Mr. Miles, along with Lead Counsel, was significantly involved in all aspects of this case, most notably the discovery phase including reviewing thousands of documents after the defendants produced for than 13 million pages of document evidence and numerous third parties as well as participating in nearly 40 depositions. The case ultimately resulted in a settlement of $215 million which is the largest securities class action recovery ever in Tennessee and represents approximately 70% of classwide damages suffered by investors who purchased shares of HCA in connection with the companyâ€™s March 9, 2011 initial public offering, which as a percentage significantly exceeds the median class action recovery of 2%-3% of damages.
Garden City Emps.â€™ Ret. Sys. v. Psychiatric Solutions, Inc., No. 3:09-cv-00882-WJH (M.D. Tenn.) (Haynes, J.) (Liaison Counsel) ($65 million settlement). This case was filed on September 21, 2009, on behalf of purchasers of Psychiatric Solutions, Inc. (â€œPSIâ€) stock during the February 21, 2008 through February 25, 2009 class period against certain of its current and former officers allegeing that PSI, which operated more than 95 psychiatric facilities for at-risk children and teens, deceived investors about the strength, financial condition and sustainability of its business, the quality of care it delivered to patients, and manipulations of its malpractice reserves. The complaint alleges that PSI failed to sufficiently staff its facilities, resulting in alarming incidents of abuse, neglect, and even the death of its patients, and downplayed the significance of these events when they became public. After raising its earnings guidance throughout the class period, on February 25, 2009, PSI stunned investors by missing earnings guidance due to rising malpractice costs and regulatory expenses related to an investigation at its Riveredge Hospital in Chicago, Illinois. On this news, PSIâ€™s stock fell $9.79 per share (35%), causing damage to members of the class. In April 2009, Illinois regulators issued a scathing report describing â€œegregious quality failuresâ€ at Riveredge Hospital and other PSI facilities, causing another 8% decline in the value of PSI stock and further harm to investors. Mr. Miles, along with Co-Lead Counsel, was extensively involved in the case including motion practice, attending court hearings, the discovery phase which included reviewing tens-of-thousands of documents produced by defendants as well as attending numerous depositions. The case settled for $65 million on the eve of trail and represented the third largest securities recovery in the Middle District of Tennessee and the third largest in more than a decade.
Sidney Morse, et al. v. R. Clayton McWhorter, et al., No. 97-CV-0370 (M.D. Tenn.) (Higgins, J.) (Member of Plaintiffâ€™s Steering Committee). This case alleged that, beginning as early as April 1990, and continuing to the present time, defendants engaged in a massive fraud to inflate Columbia's revenues and earnings of by fraudulently obtaining from the United States and other third-party insurers hundreds of millions of dollars for counseling, therapy, medication, and other therapeutic procedures that were never rendered, unnecessary, inappropriate, billed at inflated rates, or otherwise improper, and for medical devices that were unnecessary or never provided. One of the means by which defendants allegedly defrauded Medicare was through the practice of upcoding, in which hospitals receive larger payments from Medicare by inflating the seriousness of illnesses they treat. Mr. Miles along with his Co-Counsel helped secure a settlement of 49.5 million to pay class members for their individual claims.
In re Envoy Securities Litigation, Civ. No. 3-98-0760 (M.D. Tenn.) (Haynes, J.) (Liaison Counsel) ($11 million recovery). Mr. Miles was extensively involved in this case along with Lead Counsel from inception through settlement including drafting briefs, attending courts hearings, participating in document discovery and participating in numerous depositions across the country eventually helping Lead Counsel secure a settlement of 11 million for Envoy shareholders.
Other examples of securities fraud class actions Mr. Miles played a significant role include in which substantial recoveries were obtained included:
Beach et al. v. Healthways, et al., Civil Action No. 3:08-00569 (M.D. Tenn. (Campbell, J.) (Liaison Counsel) ($23.6 million recovery).
In re Direct General Corporation Securities Litigation, Civil Action No. 3:05-0077 (M.D. Tenn. (Campbell, J.) (Liaison Counsel) ($14.96 million recovery including $2.96 million recovered from the individual defendants).
In re America Service Group Litigation,Civ. No. 3:06-cv-00323 (M.D. Tenn.) (Haynes, J.) (Liaison Counsel) ($14.894 million recovery).
In re Questcor Pharmaceuticals, Inc. Securities Litigation, No. 8:12-cv-01623-DMG(JPRx) (C.D. Cal.) (Gee, J.) (Co-Counsel) ($38 million recovery).
SHAREHOLEDER DERIVATIVE ACTIONS
City Of Westland Police and Fire Retirement System, Derivatively on Behalf of Wells Fargo & Company v. John G. Stumpf, et al., No. 3:11-cv-02369-SI (N.D. Cal.) (Ilston, J.) (Co-Lead Counsel) (settlement which secured significant governance reforms and corporate initiatives, including $36.5 million in funding for homeownership down-payment assistance in communities affected by the financial crisis and high foreclosure rates). This case involved alleged â€œrobo-signing,â€ i.e., the execution and submission of false legal documents in courts across the country without verification of their truth or accuracy in order to expedite foreclosures, and the financial crisis that ensued. The case was a first of its kind involving shareholder derivative claims and provided $67 million in funding for initiatives designed to realign Wells Fargo & Company (â€œWells Fargoâ€) position and reputation in communities impacted by the alleged robo-signing The initiatives will be concentrated in cities severely impacted by the foreclosure practices and include $36.5 million for down payment assistance in the Stockton/Modesto/Fresno Metropolitan Statistical Areas (â€œMSAâ€) ($7.5 million); Bakersfield, California MSA ($4.75 million); Detroit, Michigan MSA ($5.25 million); Albuquerque, New Mexico MSA ($4.75 million); Virginia Beach, Virginia MSA ($4.75 million); St. Louis, Missouri MSA ($4.75 million); and New Haven, Connecticut MSA ($4.75 million).
The settlement also provides for $6 million in credit counseling programs to be implemented through a network of local HUD-certified, non-profit housing counselors for the benefit of Wells Fargo customers experiencing mortgage payment challenges. These counselors will provide Wells Fargo customers with credit-related counseling designed to prevent and recover from foreclosure, manage debt, understand housing opportunities, and maintain overall financial health. The settlement further provides that Wells Fargo shall invest at least $24.5 million for the integration of Wells Fargoâ€™s mortgage servicing computer systems to enhance the execution and efficiency of Wells Fargoâ€™s mortgage servicing procedures nationwide.
In addition to foreclosure-related relief, the settlement also calls for Wells Fargo to adopt a comprehensive system for the analysis and review of shareholder proposals by directors, as well as a strict ban on stock pledges by Wells Fargo executives. To aid in the oversight of the implementation of the settlement terms, the Honorable James Ware, United States District Judge (Ret.), has agreed to assist in the monitoring of the settlement and to resolve disputes, if any, that may arise during the implementation of the settlement. Mr. Miles and his former firm along with Robbins Geller Rudman & Dowd LLP was one of the two firms appointed to serve as lead counsel.
On October 5, 2011, defendants filed a motion to dismiss the operative complaint, which the district court, after briefing and oral argument, denied in part and granted in part on February 9, 2012. The district court found, among other things, that the complaint â€œsufficiently alleged that defendants breached their duty of loyalty by failing to disclose that, in the course of government investigations, Wells Fargo had opposed discovery requests, filed motions to quash, and refused to provide details concerning the Companyâ€™s policies.â€ The court further found that â€œ[d]efendants explicitly recommended that shareholders vote against the proposal for a new internal investigation in order to ensure that the Company would fully cooperate with government regulators. The fact that the Company was allegedly stymying the government regulators is certainly material to stockholders when considering whether to authorize a more serious internal investigation. If, as alleged, defendants did not disclose material information within the Boardâ€™s control, defendants breached their duty of loyalty to the Company.â€
Between April 2012 and December 2012, the parties engaged in extensive document and deposition discovery, as well as filed numerous requests to compel discovery with the district court. Additionally, on April 13, 2012, defendants filed a motion to bifurcate discovery, which the district court denied on May 17, 2012.
As pretrial preparation continued, the parties engaged in preliminary discussions regarding resolution of the disputed claims. In early December 2012, the discussions resulted in an agreement between the parties to pursue formal mediation. Towards that end, between December 2012 and January 2014, the parties engaged in a formal mediation process before the Honorable Layn R. Phillips, United States District Judge (Ret.). The year-long mediation proceedings ultimately resulted in the parties reaching an agreement on the material terms of the settlement on January 16, 2014, which the court finally approved on July 25, 2014. Mr. Miles, along with Co-Lead Counsel, was extensively in all aspects of the case including motion practice, briefing, attending court hearings, discovery, settlement negotiations and mediation which ultimate lead t the resolution of the case.
Vince Rowe, Derivatively on Behalf of The St. Paul Travelers Companies, Inc. v. Jay S. Fishman, Civil No. 04- 4576 (JRT/FLN) (D. Minn.) (Tunheim, J.) (Plaintiffâ€™s Counsel) Mr. Miles served as Plaintiffsâ€™ counsel in this shareholder derivative action against the Board of Directors of The St. Paul Travelers Companies, Inc. (â€œSPTâ€) alleging breaches of fiduciary duties over the companyâ€™s use of â€œcontingent commission.â€ The case resulted in a settlement requiring the company to adopt significant corporate governance changes. In approving the settlement, the Court stated: â€œThe Court finds that the enhanced corporate governance provisions are a direct result of this litigation and settlement and will create substantial non monetary benefits to SPT.â€
In re Biopure Corporation Derivative Litigation, Master Docket No. 1:04-cv10177-NG (D. Mass) (Gertner, J.) (Co-Lead Counsel). Mr. Miles was appointed Co-Lead Counsel in this consolidated derivative action and was involved in all aspects of the case. The Court denied defendantsâ€™ motion to dismiss. See In re Biopure Corporation Derivative Litig., 424 F.Supp.2d 305 (D. Mass. 2006). The case resulted in a settlement where significant corporate governance reforms were obtained.
In re AFC Enterprises, Inc. Derivative Litigation, Consolidated Civil Action No. 1:03-CV-TWT (N.D. Ga.) (Thrash, J.) (Co-Lead Counsel). Mr. Miles served as Co-Lead Counsel and on Plaintiffsâ€™ Executive Committee in this shareholder derivative action in which the Court denied in most aspects defendants motions to dismiss the action. See In re AFC Enterprises Inc. Derivative Litigation, 224 F.R.D. 515 (N.D. Ga. Aug. 12, 2004). The case resulted in a settlement with the defendants agreeing to implement numerous and significant corporate governance changes.
In re Vaso Active Pharmaceuticals, Inc. Derivative Litigation, Consolidated Civil Action No. 04-10792-RCL (D. Mass.) (Lindsay, J.) (Co-Lead Counsel). Mr. Miles served as Co-Lead Counsel in this derivative action which resulted in a settlement with the companyâ€™s board of directors agreeing to implement numerous and sweeping corporate governance changes.
Pirelli Armstrong Tire Corp. Retiree Medical Benefits Trust v. Sinegal, No. 08-cv-01450-TSZ (W.D. Wash.) (Plaintiffâ€™s Counsel). Mr. Miles served as Plaintiffâ€™s counsel in this shareholder derivative action brought on behalf of Costco Wholesale Corporation alleging breaches of fiduciary duty and other violations of law arising from the backdating of stock options. The case resulted in a settlement which included substantive corporate governance reforms, including among others, an Amendment of Costcoâ€™s bylaws to provide â€œMajority Votingâ€ election of directors.
In re The Cheesecake Factory Incorporated Derivative Litigation, Case No. CV-06-6234 ABC (MANx) (C.D. Cal.) (Plaintiffâ€™s Counsel). The firm served as Plaintiffsâ€™ Counsel in this shareholder derivative action arising from the backdating of stock options. The case resulted in a settlement including extensive corporate governance reforms, financial contributions to the Company by certain Individual Defendants, and a tender offer in which certain misdated options were exchanged for options bearing the correct measurement date.
MERGER AND CORPORATE TAKEOVER LITIGATION
In re Goodyâ€™s Family Clothing, Inc. Shareholder Litig., No. 165357-2 (Chancery Ct., Knox Cty., Tenn.) (Fansler, C.) (Lead Counsel). Mr. Miles served as Lead Counsel in this corporate takeover litigation which resulted in a settlement that provided shareholders with an additional $57 million recovery.
In re Dollar General Corp. Sâ€™holders Litig., No. 07MD-1 (Davidson County 6th Cir. Ct., Tenn.) (Co-Lead Counsel) ($57 million recovery). Mr. Miles served as Co-Lead Counsel and along with his other Lead Counsel participated in all aspects of the case eventually securing a recovery of up to $57 million in cash for former Dollar General Shareholders on the eve of trial.
In re HCA Inc. Sâ€™holder Litig., No. 06-1816 III (Davidson County Ch. Ct., Tenn.) (Lyle, C.) (Co-Lead Counsel) (settlement which included a modification to the Merger Agreement to provide for a $280 million reduction in termination fee, supplemental material disclosures to shareholders including material information with respect to the true value of the company, and significant improvements to voting process including enhanced appraisal rights and a â€œmajority of the minorityâ€ provision).
Denver Area Meat Cutters and Employers Pension Plan v. James L. Clayton, et. al., Case No. E-19723 (Cir. Ct., Blount Cty., Equity Div., Tenn.) (Young, C.). Mr. Miles served as Co-Lead Counsel in this action brought on behalf of shareholders of Clayton Homes alleging breaches of fiduciary duties against the companyâ€™s board of directors in connection with the sale of the company to Berkshire Hathaway. The case resulted in $5 million settlement for the class.
City of Pompano Beach Police and Firefightersâ€™ Retirement System v. HealthSpring. Inc., Case No. 40333 (Williamson County Ch. Ct., Tenn.) (Martin, C) (Co-Lead Counsel). Mr. Miles served as Co-Lead Counsel in this action brought on behalf of shareholders of HealthSpring, Inc. alleging breaches of fiduciary duties against the companyâ€™s board of directors, among others, in connection with the sale of the company to Cigna Corporation. The case resulted in a settlement in which material disclosures were obtained for the class before the shareholder vote.
In re Vanguard Health Systems, Inc. Sâ€™holder Litig., (Davidson County Ch. Ct., Tenn) (Perkins, C.) Mr. Miles serves as Co-Lead Counsel in this action brought on behalf of shareholders of Vanguard Health Systems, Inc. alleging breaches of fiduciary duties against the companyâ€™s board of directors, among others, in connection with the sale of the company to Tenet Healthcare Corporation. The case resulted in a settlement in which material disclosures were obtained for the class before the shareholder vote.