James S. Notis

Principal

New York

Notis

After 30+ years litigating cutting-edge securities and corporate governance/M&A cases, I know what drives results for my clients. I bring seasoned judgment, strategic focus, and a commitment to guiding clients through complex disputes with clarity and purpose.

Overview

James Notis represents institutional and individual investors in high-stakes securities class action and investor rights litigation. His career is defined by work on some of the most complex and consequential matters in the field, often involving novel legal issues, sophisticated financial analysis, and rapidly evolving market dynamics.

James sees that these matters have grown dramatically in complexity and scale throughout his career. He works closely with clients to understand their objectives, provide straightforward guidance, and chart a strategic path through litigation that maximizes value and advances their broader interests. His experience—earned over years of leading major securities and corporate disputes—empowers him to quickly identify what will truly move the needle and best position a case for success.

James joined G&E in 2025, building on years of collaboration with the firm. He brings a perspective shaped by both trial-tested experience and a constant focus on what’s next in securities and corporate litigation.

Areas of Focus

U.S. Securities Corporate Governance

Experience

The $300 million settlement for stockholders of Renren challenging a series of cross-border transactions where Renren’s most valuable assets were sold to its corporate controller at undervalued price and on unfair terms. The case was heavily litigated over three years and involved complex issues of Cayman law and jurisdiction, multiple appeals, eight fully briefed motions to dismiss, voluminous discovery, injunctive relief to prevent the corporate controller’s dissipation of U.S.-based assets, and expanding the action to join Duff & Phelps and Softbank as aiding and abetting defendants and Softbank and SoFi as fraudulent conveyance defendants. The $300 million settlement represented by far the largest direct pay recovery of any stockholder derivative case in history and a per share recovery of roughly 158% of the market price of Renren shares. The settlement was not just an extraordinary recovery in absolute terms: it represented the vast majority (at least 87%) of Renren’s net loss under a best-case scenario at trial and it exceeded Renren’s recoverable loss under other scenarios. The settlement was highlighted in The New York Times Dealbook newsletter.

The $175 million settlement in the stockholder derivative action against the board of directors of McKesson for damages stemming from McKesson’s failure to comply with its obligations under the Controlled Substances Act. The case was the first use of stockholder derivative litigation against a pharmaceutical distributor for damages relating to the national opioid epidemic. The extraordinary settlement represented the largest settlement of a pure Caremark claim in history, where stockholders pursued independent claims of board oversight failures without accompanying class action or insider trading allegations.

The $156.8 million settlement for former stockholders of BankAmerica challenging the acquisition of BankAmerica by NationsBank (now known as Bank of America). The case represented the first deployment of a novel legal theory to use federal laws and regulations regarding proxy statements to argue that the merger was not a “merger of equals” as that label was used by the merger parties to justify not paying a merger premium to BankAmerica stockholders. The case was heavily litigated for more than four years and included achieving two successful appeals to the Eighth Circuit and discovery that included depositions of over 75 fact witnesses and 10 expert witnesses. After the completion of all discovery and summary judgment and Daubert briefing, the case settled on the eve of trial.

The $124 million settlement in the stockholder derivative action against the board of directors of Cardinal Health for violations of their oversight responsibilities under the Controlled Substances Act. The case represented the first application of director oversight claims under Ohio law and one of the largest derivative recoveries ever on behalf of an Ohio corporation.

The $61 million settlement for General Electric employees challenging GE’s use of proprietary funds managed by GE’s wholly owned investment subsidiary General Electric Asset Management (GEAM). The case alleged that these proprietary funds significantly underperformed their benchmarks, yet GE failed to replace the funds or offer comparable alternatives, allowing GE to prop up the value of GEAM, which it then sold to State Street. After more than five years of litigation, and after the completion of all fact and expert discovery and summary judgment briefing, the $61 million settlement achieved represented the largest ERISA class action recovery ever for alleged improper use of proprietary funds in a 401(k) plan.

The $39 million settlement for former stockholders of Primedia seeking disgorgement of insider trading profits by Primedia’s controlling stockholder, KKR. This case was started as a derivative action on behalf of Primedia stockholders. After beating defendants’ motion to dismiss, Primedia formed a Special Litigation Committee that sought a new dismissal of the case. The Delaware Court of Chancery granted dismissal and the Delaware Supreme Court reversed in a precedential decision rejecting the recommendation of the independent committee and broadening the remedies available for stockholders to pursue insider trading claims against disloyal fiduciaries even in absence of any damages to the corporation. See Kahn v. Kolhberg Kravis Roberts & Co., 23 A.3d 821 (Del. 2011) (“[A]ctual harm to the corporation is not required for a plaintiff to state a claim under Brophy…. it is inequitable to permit the fiduciary to profit from using confidential corporate information. Even if the corporation did not suffer actual harm, equity requires disgorgement of that profit”). After Primedia agreed to sell itself to KKR while the appeal was pending, the case was restarted as a class action alleging that the merger price failed to reflect the strong value of the derivative claims. In sum, the case was litigated over ten years, involving multiple rounds of motions to dismiss and summary judgment briefing, and the successful appeal to the Delaware Supreme Court, each raising novel issues of law. The $39 million settlement was an extraordinary achievement – it represented a recovery to former Primedia stockholders of approximately $2.35 per share, or 33% more than the $7.10 per share merger price agreed to by Primedia’s board of directors (which itself was a 62% percent premium to Primedia’s unaffected market price).

The $34.5 million settlement for junior bondholders of Caesars Entertainment Operating Corporation (CEOC) alleging violations of the Trust Indenture Act for guarantee stripping of CEOC’s corporate parent, Caesar’s Entertainment Corporation (CEC). The case challenged a scheme where CEC removed significant assets from CEOC ahead of planned bankruptcy for CEOC, and bought the votes of certain senior bondholders of CEOC to vote to strip away CEC’s guarantee of the junior debt.

The $21.5 million settlement for stockholders of The Reader’s Digest Association challenging a corporate recapitalization where supervoting stock of the corporation’s controlling stockholders would be converted into common shares at a premium, thus diluting the equity interest of common stockholders. After the Delaware Court of Chancery denied a preliminary injunction, the case proceeded on an expedited appeal to the Delaware Supreme Court, which issued a decision reversing the lower court and enjoining the conflicted transaction.

The $18.148 million settlement for investors in a failed Bear Stearns hedge fund alleging that fund managers engaged in value destroying related-party trading prior to fund’s collapse. After four years of litigation, the settlement was achieved that represented a 30% net recovery, with attorneys’ fees paid by defendants (and not deducted from the settlement amount).

The $16.75 million settlement for Shire plc investors in connection with a scuttled tax-inversion merger with AbbVie. After the price of Shire stock dropped when the merger was terminated, Shire investors successfully sued AbbVie and AbbVie executives for false statements denying that the tax inversion was the driving force behind the planned merger.

James S. Notis

Overview

Areas of Focus

Experience

Credentials

Education

Admissions