Securities Litigation, Class Action Monitoring and Advice; Asset Recovery

Agency:	State Government of Arkansas
State:	Arkansas
Type of Government:	State & Local
NAICS Category:	541519 - Other Computer Related Services 541611 - Administrative Management and General Management Consulting Services 541690 - Other Scientific and Technical Consulting Services 541990 - All Other Professional, Scientific, and Technical Services 561621 - Security Systems Services (except Locksmiths)
Posted Date:	Jan 29, 2024
Due Date:	Feb 5, 2024
Solicitation No:	N/A
Bid Source:	Please Login to View Page
Contact information:	Please Login to View Page
Bid Documents:	Please Login to View Page

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ARKANSAS PUBLIC EMPLOYEES’ RETIREMENT SYSTEM (“APERS”)

124 West Capitol Avenue

Suite 400

Little Rock, AR 72201

REQUEST FOR QUALIFICATIONS ("RFQ") FOR OUTSIDE LEGAL COUNSEL

Securities Litigation, Class Action Monitoring and Advice; Asset Recovery

Deadline: Responses must be received by APERS before 8:00 a.m. (Central Standard Time)

on February 5, 2024.

1. INTRODUCTION: The Arkansas Public Employees’ Retirement System (“APERS”)

seeks to identify outside counsel qualified to provide legal services in, but not limited to, the

areas of securities litigation, class action monitoring and advice, and asset recovery (See

“Scope of Services” below for detailed description).

The following are attached to this RFQ:

Contact Data Sheet (to be completed and returned with response)

Specimen Contract and Grant Disclosure and Certification Form (subject to change)

2. BACKGROUND ON THE ARKANSAS PUBLIC EMPLOYEES’ RETIREMENT

SYSTEM.

2.1. PURPOSE: APERS is a an approximately $11 billion public pension plan created by the

State of Arkansas pursuant to Act 177 of 1957 and is governed by the State’s retirement laws

(A.C.A. §24-4-101, et seq.) APERS is a combination contributory/non-contributory multiple-

employer defined-benefit pension plan qualified under IRC § 401(a). APERS administers a

program of benefits (retirement, disability, and survivor’s) for eligible employees and elected

officials of Arkansas state and local governmental entities and their beneficiaries. APERS plan

represents approximately 100,000 persons. APERS invests employer and member contributions

to the pension trust fund and administers the system for the exclusive benefit of pension plan

members, annuitants, and their survivors or beneficiaries. As a public pension plan, APERS is

not subject to Title I of ERISA.

2.2 ORGANIZATION: APERS is governed by a thirteen-member Board of Trustees, six of

whom are appointed by the Governor. In addition, the State Treasurer, the State Auditor, and

the State Chief Fiscal Officer serve as ex-officio trustees. The APERS Executive Director, who

is appointed by the Board of Trustees, is responsible for the overall administration of APERS

and the programs of benefits it administers. APERS employs a professional staff to administer

the pension plan and to manage its investment program.

2.3 INVESTMENTS: APERS invests in many different types of investments, consistent with

A.C.A. § 24-2-601 et seq. and the APERS Board of Trustees Investment Policy Statement. To

fund plan benefits, APERS invests in domestic equity, international equity, fixed income, private

markets, and real assets. The APERS portfolio is externally managed. APERS delegates

investment discretion to external managers. APERS engages a custodian bank to hold its

assets and clear and settle public securities trades through broker-dealers. The custodian is

authorized to lend APERS securities held by the custodian. The custodian appoints sub-

custodians in foreign jurisdictions where APERS managers invest in locally traded securities of

public issuers. APERS engages expert consultants and advisors to assist and advise the

APERS board and staff regarding investment matters.

3. APERS OUTSIDE COUNSEL ENGAGEMENTS AND SCOPE OF SERVICES

3.1 GENERAL MATTERS REGARDING USE OF OUTSIDE COUNSEL: The Office of the

Attorney General of Arkansas generally provides legal representation to APERS.

The purpose of this RFQ is to identify counsel qualified to provide legal services in, but not

limited to, the areas of securities litigation, class action monitoring and advice, and asset

recovery under of A.C.A. § 24-2-618 (See “Scope of Services” below for detailed description).

Attorneys submitting qualifications must be licensed and admitted to practice in both federal and

state courts.

The selected firm or individual will be expected to enter into negotiations with APERS to define

further the services provided and the compensation of such services and the length of the

engagement. Cost and experience will be particularly important.

Counsel's primary contact at APERS will be the Executive Director or his or her designee, and

counsel's engagement will generally be coordinated through the APERS Executive Director. If

requested by the Executive Director or Board of Trustees, counsel will attend APERS board

meetings to present information and advice or to respond to questions.

The Executive Director must authorize use of the services of counsel pursuant to an

engagement.

3.2 SCOPE OF SERVICES: Services will include, but not be limited to, the following:

3.2.1 Securities Litigation, Class Action Monitoring, and Asset Recovery: APERS will

engage outside counsel to provide legal services in, but not limited to, the areas of securities

litigation, class action monitoring and advice, and asset recovery. Counsel will be expected to

provide expert legal advice, services, and representation concerning securities litigation,

including class action monitoring and advice; lead plaintiff status; calculation of losses, damages

and claims; proofs of claim; possible objections to lead plaintiffs or to fee applications;

investment policies; and potential liabilities of trustees and other APERS fiduciaries.

Securities law and litigation counsel must be experienced and qualified in matters relating

primarily to class action shareholder litigation (fraud and related theories of recovery), including

representation in either class or individual actions in federal or state courts. Due to the nature of

the services requested, APERS prefers a national law firm with expertise in these areas. To be

qualified, counsel must be admitted to practice in both federal and state courts.

Counsel may be asked to advise APERS with respect to the best method for asserting

securities fraud claims in litigation (e.g., lead plaintiff vs. class member vs. separate federal or

state action) and must be qualified to represent APERS either as sole plaintiff or as lead plaintiff

in a class action. Counsel may also be asked to analyze APERS trading data for purpose of

calculating losses and class-period damages for lead plaintiff and claims purposes and to

advise APERS regarding fee requests by lead counsel and class action settlement proposals.

Counsel may be asked to intervene and appear in class action litigation on behalf of APERS to

object to fee requests or settlement proposals. (APERS generally files proofs of claim in class

actions).

APERS endeavors to take every opportunity to recover lost pension fund assets. A.C.A. § 24-2-

618(g)(1)(D). In furtherance of this effort, APERS will engage outside counsel that is able to

conduct ongoing client portfolio monitoring (tracking portfolio trading and cross-referencing the

trading against potential securities claims). In this regard, outside counsel will be expected to

review the System’s portfolio losses on a regular basis, investigate potential claims and prepare

detailed reports of findings, and present the findings to APERS so that informed decisions can

be made. Preference will be given to firms that have the ability to monitor the APERS portfolio

in this regard through access to the APERS custodial account, rather than requesting APERS

staff for information regarding securities holdings.

Outside counsel will provide specialized legal advice on matters involving the exercise of the

fiduciary responsibilities of the board and key staff members and on matters involving potential

trustee liability. Fiduciary counsel must be able to demonstrate substantial practical knowledge,

skill, and experience with respect to the legal duties of trustees, including without limitation the

common law of trusts as set forth in the Restatements of the Law of Trusts, the Arkansas

statutory law of trusts as found in the Arkansas Code, and relevant cases.

Counsel must be conversant with investment matters generally, including portfolio theory.

Preferably, counsel should be acquainted with the special legal concerns of public pension

systems and institutional investors. Additionally, it will be helpful if counsel has experience (and

must be able to develop expertise) with ERISA (APERS is not subject to ERISA), the Internal

Revenue Code as it relates to qualified governmental plans, and actuarial funding of pension

plans, particularly defined benefit plans.

Familiarity and experience with state-law open government requirements is a positive factor that

may be considered in selecting outside counsel. Finally, counsel should be able to demonstrate

political sophistication and sensitivity to conflicts of interest questions and related ethical issues.

If requested by the Executive Director or the Board of Trustees, counsel will attend APERS

committee or board meetings to present information and advice and to respond to questions.

Counsel may be required to work in close cooperation with the Arkansas Attorney General in

any litigated matter.

3.3 TERMS OF AGREEMENT:

3.3.1 All engagements must be evinced by the standard State of Arkansas Services Contract

form for outside counsel. The contract term shall follow the State of Arkansas procurement laws.

Each agreement is subject to the inclusion of all applicable statutory requirements and any

required approvals.

This is a contingency contract. Proposals will be evaluated in terms of minimizing costs and

maximizing recoveries.

APERS retains the right to terminate the agreement for any reason and at any time.

3.3.2 Counsel must agree to comply with Governor’s Executive Order 98-04, the disclosure

and certification requirements thereunder, and the conflict of interest provisions of the

agreement.

3.3.3 Counsel must execute the required State of Arkansas disclosure forms as well as any

other required forms as the occasion may warrant. A copy of the disclosure forms is attached to

this RFQ.

3.3.4 In accordance with Ark. Code Ann. § 25-1-503, counsel must certify that your firm does

not boycott Israel and will not boycott Israel during the aggregate term of the corresponding

contract if selected.

3.3.5 In accordance with Ark. Code Ann. § 25-1-1102, counsel must certify that your firm does

not boycott energy, fossil fuel, firearms, and ammunition industries and will not boycott energy,

fossil fuel, firearms, and ammunition industries during the aggregate term of the corresponding

contract if selected.

4. RESPONSE INSTRUCTIONS:

4.1 Response Form and Format:

4.1.1 To be considered, responses must be received by APERS no later than 8:00 a.m.

(Central Standard Time) on February 5, 2024. APERS reserves the right and sole discretion to

consider responses received after the deadline when deemed by APERS to be in the best

interest of APERS. Responses must be submitted to the attention of Laura Gilson, General

Counsel, Arkansas Public Employees’ Retirement System, 124 West Capitol Avenue, Suite 400,

Little Rock, AR 72201. A response must set forth each question or request for information

required by Section 5 below, followed by the narrative answer. Supplemental information (such

as general firm information or attorney resumes), if any, must be restricted to appendices

following the responses.

4.1.2 The attached Contact Data Sheet should be completed and included as the first page of

the applicable response (it is not included in the page count). The pages of each response

submitted must be numbered sequentially (beginning after the Contact Data Sheet), with the

name of the firm printed on each page. A response, inclusive of appendices and any title page,

must be on standard white or buff 8-1/2" x 11" paper in at least 10-point type, and may not

exceed ten pages for each subject matter area. Three stapled copies of each submission,

punched for standard three-hole binder, must be submitted under a cover letter on firm

letterhead.

Responses should be narrowly focused on firm and attorney competency, qualifications,

and experience in substantially similar client matters for similar clients.

APERS reserves the right to accept or reject any or all of the responses submitted. The

information contained in this RFQ is intended to serve only as a general description of the

services that may be needed by APERS. APERS intends to use responses as a basis for further

negotiation of specific details with the responding counsel, including additions, deletions or

modifications to the terms of the responses submitted. This request does not commit APERS to

pay any costs incurred prior to the execution of an agreement with Counsel. Issuance of this

request for qualifications does not obligate APERS to enter into a contract or to pay any costs

incurred in the preparation of a response.

For additional information concerning the requirements of this RFQ, please contact Laura

Gilson, General Counsel, at 501-682-7853, or by email: laura.gilson@arkansas.gov. This

should be the only point of contact with APERS regarding this RFQ. Any questions concerning

this RFQ must be submitted via email. All questions and answers will be posted on the APERS

website. Contact with APERS Board members or other decision makers regarding this matter

prior to selection of counsel may be grounds for disqualification.

5. REQUESTED INFORMATION:

5.1 If an individual, please provide a resume’ and biographical sketch describing your

education, experience, speaking engagements or other activities, and publications.

5.2 If with a firm, please provide a description of your law firm, including historical

background, number and location of firm offices, number of attorneys, and major areas of

practice.

5.3 Please state whether your response excludes any services contemplated by the RFQ as

set forth in the scope of services in section 3.2.

5.4 Please state whether your firm is able to conduct ongoing client portfolio monitoring

(tracking portfolio trading and cross-referencing the trading against potential securities claims)

description	agency	opening date/time	bid number	buyer
Securities Litigation, Class Action Monitoring and Advice; Asset Recovery	Arkansas Public Employees Retirement System (APERS	02/05/2024 08:00 AM CST	N/A

Securities Litigation, Class Action Monitoring and Advice; Asset Recovery

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