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HomeMy WebLinkAbout38 Securities Litigation Policy TAB 38 SECURITIES LITIGATION POLICY August 16 , 2011 BOARD OF TRUSTEES LANSING POLICE AND FIRE RETIREMENT SYSTEM Lansing, Michigan Trustee Wood, supported by Trustee Oleson, moved the adoption of the following resolution: RESOLUTION NO. 08-16-2011 A RESOLUTION AFFIRMING THE FRAUD MONITORING FIRMS SELECTED BY THE BOARD OF TRUSTEES WHEREAS, after diligent research and discussion, the Lansing Police and Fire Retirement System Board of Trustees (the "Board") decided to engage the services of one or more law firms to provide securities fraud monitoring services for the Lansing Police and Fire Retirement System (the "System"); and WHEREAS, on April 28, 2010, the Board interviewed three law firms; Milberg, LLP, Robbins Geller Rudman &Dodd, LLP, and Barrack Rodos & Bacine; and WHEREAS, based in large part on the presentations provided at those interviews, the Board chose to contract exclusively with Milberg, LLP and Robbins Geller Rudman& Dodd, LLP. NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: 1. The Board wishes to affirm that it exclusively selected Milberg, LLP and Robbins Geller Rudman & Dodd, LLP to provide securities fraud monitoring services for the System. 2. To date, the Board has not approved any additional fraud monitoring firms to provide securities fraud monitoring services for the System. 3. All resolutions and parts of resolutions are, to the extent of any conflict with this resolution, rescinded. YEAS: Trustees: Fabus-Hecksel Kraus, Oleson,St. Aubin.Wood NAYS: Trustees: None ABSTAIN: Trustees: None ABSENT: Trustees: None RESOLUTION DECLARED ADOPTED. CERTIFICATION As the Retirement Analyst, I certify that this is a true and complete copy of a resolution adopted by the Board of Trustees of the Lansing Police and Fire Retirement System, Lansing, Michigan, at a regular meeting held on August 16, 2011. Date:September 13,2011 / Karen E. Williams, Retirement Analyst 7196317.126005/118235 CITY OF LANSING POLICEMEN'S AND FIREMEN'S RETIREMENT SYSTEM BOARD OF TRUSTEES EMPLOYEES' RETIREMENT SYSTEM BOARD OF TRUSTEES SECURITIES LITIGATION POLICY I. Purpose. The Lansing Policemen's and Firemen's Retirement System Board of Trustees and the Lansing Employees' Retirement System Board of Trustees(collectively, the"Board") accept the following policy, as reviewed, approved and accepted by the Lansing City Attorney, to provide a procedure for evaluating claims presented by the law firms retained to monitor the investment portfolios of both retirement systems. II. Policy. A. The Board shall establish a material compensable loss amount and direct its legal advisor to provide such amount in writing to each law firm retained to monitor the investment portfolios of the Lansing Policemen's and Firemen's Retirement System and the Lansing Employees' Retirement System (collectively, the "System") for instances of fraud or violations of law (collectively, the "Firm"), The material compensable loss amount shall serve as a threshold amount to be used by the Firm in determining whether to notify the Lansing City Attorney of a potential claim, an opportunity to initiate litigation, or other possible action (collectively, "Securities Litigation"). Unless the Firm believes that there is a compelling reason, it should not present Securities Litigation to the City Attorney which impacts the System in an amount less than the material compensable loss amount. The material compensable loss amount shall be set from time to time by motion of the Board on the record at a regular meeting. B. Consistent with the material compensable loss amount set under paragraph A above, the Firm shall present all Securities Litigation to the City Attorney. As legal advisor to the Board, the City Attorney shall determine whether or not the Securities Litigation is appropriate for the System to initiate as lead plaintiff or pursue as a class-action plaintiff. (1) If the City Attorney approves the presented Securities Litigation, the City Attorney shall direct the Board's legal advisor to present the approved Securities Litigation to the Board and its investment advisor at the Board's next regular meeting. The City Attorney shall reserve the right to withdraw his or her approval based on concerns raised by the Board or its investment advisor. (2) If time constraints imposed by the Securities Litigation preclude awaiting the Board's next regular meeting, the City Attorney shall direct the Board's legal advisor to present the approved Securities Litigation to the Board Chair and the Board's investment advisor by telephone conference or confidential e-mail. The City Attorney shall reserve the right to withdraw his or her approval based on concerns raised by the Board Chair or the Board's investment advisor. (3) If the City Attorney disapproves the presented Securities Litigation, the City Attorney shall direct the Board's legal advisor to notify the Finn. The Board's legal advisor shall also notify the Board of such disapproval at the Board's next regular meeting. C. In accordance with paragraph B above,the Board's legal advisor shall consult with the Board and its investment advisor, or, if applicable, the Board Chair and the Board's investment advisor, regarding the approved Securities Litigation. Questions or concerns raised by the Board shall be presented to the City Attorney for consideration. D. After Board consultation as provided in paragraph C above, the City Attorney may execute a .retainer agreement with the Firm authorizing it to initiate the approved Securities Litigation. After City Attorney approval and Board consultation neither the City Attorney nor the Board may direct the approved Securities Litigation to any Firm other than the Firm that originally presented the Securities Litigation to the City Attorney. E. The Board shall notify its custodial bank or take such other action as may be requested by the City Attorney in relation to the approved Securities Litigation. F. The Board authorizes and direct its legal advisor to provide a copy of this policy to the Firm, G. The Board's Investment Subcommittee and its legal advisor shall review monitoring reports received from the Firm on a periodic basis. Policy adopted: September 15, 2011 Approved as to form: Brigham Smith,Lansing City Attorney Date: .2012 6852275.4 26005/1 1 8235