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The Counsel Pitch

Author
Affiliation

Mike P. Sinn

International Campaign to End War and Disease

Abstract

The shareholder demand letter requires plaintiff-side securities counsel to finalize, file, and prosecute. This page is the counsel-recruitment layer of the lawsuit campaign. It lists plaintiff-side derivative and Caremark specialists, makes the strategic case for why a firm should take the matter on contingency or pro bono, and provides a pitch letter distinct from the demand letter itself. Specific partner names, current pro bono policies, and recent case wins must be verified by the plaintiff before outreach.

Keywords

plaintiff counsel, pro bono, derivative litigation, Caremark, shareholder rights, law firm outreach, 1% treaty

STATUS: DRAFT. Specific partner names, recent case-win records, and current pro bono policies require verification before any outreach. The pitch letter below is structurally complete; the firm list below should be treated as a starting set, not a vetted recommendation.

Why Counsel Will Take This

Three reasons, in descending order of how strategy memos usually rank them and ascending order of what actually matters.

  1. Frontier Caremark expansion that gets published either way. Win or lose, the case produces a Delaware Chancery opinion on whether a board’s duty of oversight extends to lobbying that suppresses the macroeconomy that funds the company. Either outcome is the precedent-setting opinion. Either outcome is the named-on-the-docket professional credit.
  2. The only derivative action that gets covered in defense, healthcare, business, science, and political beats simultaneously. The press release writes itself across six different reporter assignments. Few derivative filings produce that breadth.
  3. The clients are people you would otherwise spend the rest of your career losing to cancer. The plaintiffs in this case are humans who have buried family members to pancreatic cancer, Alzheimer’s, ALS, and cardiovascular disease. The math says the case prevents approximately 10.7 billion additional deaths from those diseases. Some of those deaths would otherwise have been members of your own family. Reason 3 is the only reason that matters. Reasons 1 and 2 are why your firm’s compensation committee will let you take it.

Firm List (Starting Set)

This is a starting list. Each entry needs verification of current partner contacts, pro bono criteria, and conflicts before outreach. Plaintiffs should add firms based on local jurisdiction and personal network.

Plaintiff-side shareholder rights / derivative specialists

Firm Notes
Cohen Milstein Sellers & Toll Long Caremark/derivative track record; explicit public-interest mandate.
Bernstein Litowitz Berger & Grossmann (BLB&G) Largest plaintiff-side securities firm by recovery; recent Delaware Chancery wins.
Selendy Gay Boutique comfortable with novel legal theories; press-friendly.
Robbins Geller Rudman & Dowd Largest plaintiff-side securities firm by case volume; high capacity for multi-defendant filings.
Kessler Topaz Meltzer & Check Active Caremark practice; institutional-investor client base.
Grant & Eisenhofer Strong derivative practice; history of governance-focused actions.
Pomerantz LLP Aggressive filer; willing to test novel theories.
Bleichmar Fonti & Auld Smaller bench but high partner-to-case ratio; selective on theory.
Saxena White P.A. History of governance reform settlements.
Block & Leviton Recent Caremark filings; willing to take contingency.

If all 10 firms decline: file pro se using the master letter, or contact As You Sow for Rule 14a-8 shareholder-resolution support.

The Pitch Letter

Send to a specific partner identified through the firm’s website or LinkedIn. Do not send to a general intake email. The pitch is shorter than the demand letter because the demand letter speaks for itself; the pitch only needs to explain why your time and theirs is well-spent on this matter.

[FIRM NAME]

Attention: [SPECIFIC PARTNER NAME]

Re: Frontier Caremark derivative theory against major US defense contractors; pro bono / contingency representation requested.

Dear [PARTNER NAME],

I am writing to ask whether [FIRM NAME] would consider representing me, on a pro bono or contingency basis, in a shareholder derivative matter against the board of one or more major US defense contractors. The legal theory and proposed demand letter are available at warondisease.org/lawsuit. The short version follows.

This is the only kind of derivative action I am aware of in which the plaintiff loves the defendants. I do not want the board members to suffer and die of horrible diseases. I do not want their families or their shareholders to either. The lawsuit is the only legal mechanism I have to force the math in front of them. Settlement is the preferred outcome; litigation is the backup the math compels when the Board declines to investigate.

I believe this is also the first lawsuit in legal history in which the defendants are radically better off losing than winning. The proposed settlement is non-monetary, zero incremental cost, expands the defendants’ addressable market by approximately 4.1x (95% CI: 2.02x-8.62x), and increases the defendants’ personal life expectancy. There is no scenario in which they win in court and are materially better off than if they had settled.

The theory. Each defendant’s annual lobbying expenditure ($127 million (95% CI: $100 million-$160 million) across the sector) is targeted at maintaining the current ratio of military spending to government clinical-trial spending (604 (95% CI: 453-894) to 1). That expenditure suppresses the GDP growth that funds the defendants’ addressable market. The Board has, on information and belief, never conducted an ROI analysis of this expenditure that accounts for its macroeconomic effect on the defendants’ future revenue. The duty of oversight under Caremark, Marchand, and Garfield requires that analysis. The demand letter creates the red flag that triggers the duty.

Why this is unusual. Most derivative claims allege backward-looking harm (a failed acquisition, an accounting fraud). This one alleges forward-looking value destruction through a recurring expenditure that the Board has never been forced to scrutinize. The pleading is sourced entirely from public data (SIPRI, WHO, NIH, OpenSecrets, and the defendants’ own SEC filings). The cost to file is approximately $3,000 per defendant in share purchases plus counsel time. The damages theory is unusually clean: the lobbying expenditure has a quantifiable negative-ROI consequence for shareholders, derivable from published economic models.

Why your firm. [Specific reason: prior Caremark cases, public-interest practice, recent Delaware Chancery wins, capacity for parallel filings against multiple defendants.] If this is not a fit for your derivative practice, the parallel Rule 14a-8 shareholder proposal may be a better fit and is structurally lower-risk.

What I am asking. A 30-minute call to walk through the pleading and discuss whether the theory is colorable and whether your firm would represent the plaintiff. I am prepared to be the named plaintiff. I have purchased the qualifying shares. I will execute on whatever timeline is appropriate.

What I am not asking. I am not asking for a personal damages recovery. The proposed settlement is non-monetary: the defendant redirects its annual lobbying objective from maintaining current military spending levels to supporting a 1% military-to-clinical-trials redirection. Per the demand letter, this resolution costs the defendant $0 in additional expenditure, increases its long-term addressable market by a factor of approximately 4.1x (95% CI: 2.02x-8.62x), and is structurally easier for a board to accept than a damages payout. The press coverage benefit accrues to your firm regardless of how the defendant responds. (See Part 2 of the lawsuit page for the full outcome matrix.)

The math on the harm is at warondisease.org/where-am-i-wrong. The math on the funniness is at warondisease.org/joke. The math on the takeover escalation, if the derivative path stalls, is at warondisease.org/hostile-takeover. Every number is sourced. Every derivation is published.

I welcome critique of the theory, the pleading, or the strategic posture. If your view is that this is not legally viable, I would value the diagnosis. If your view is that it is viable but a fit for a different firm or a different vehicle, I would value the referral.

I can be reached at [EMAIL] or [PHONE].

Respectfully,

[PLAINTIFF NAME]

[ADDRESS]

[SHARES HELD: [N] shares of [COMPANY], purchased [DATE]]

[DATE]

Outreach Tracker Template

Plaintiffs should maintain a tracker. The template:

Firm Partner Date sent Method Date acknowledged Response Status Next step
[firm] [partner name] [date] email / mail / referral [date] [summary] declined / interested / scheduled / engaged [action]

Status definitions:

  • declined: explicit no, record the stated reason for future filings.
  • interested: requested follow-up; schedule the 30-minute call.
  • scheduled: call on the calendar; prepare the pleading and the strategic-value memo.
  • engaged: signed retention agreement; coordinate with the demand-letter timeline.

What If Every Firm Declines

The campaign does not stop. The math is not contingent on the bar.

If every plaintiff-side firm on the list declines, file the demand letter pro se. The Board’s 60-day response obligation runs against the letter, not against the lawyer. File the Rule 14a-8 shareholder proposal pro se; As You Sow handles the SEC procedural lift for eligible shareholders. Use the declination record itself: a defense-contractor lobbying budget so structurally indefensible that no plaintiff-side firm with a Caremark practice will touch it is itself a press release. Pivot to the hostile takeover in parallel. Share accumulation does not need a lawyer; the brokerage app on your phone is sufficient.

The lawsuit is one campaign layer of many. The math reaches the boardroom either way. The Board reads what the corporate secretary opens, and the corporate secretary opens what arrives by certified mail, and certified mail does not check who signed the return slip.