A class action by any other name...

After pounding a keyboard for 29 years, I foolishly assumed the English language was no longer Greek to me. But a Baltimore litigation firm set me straight Wednesday. The statement it issued clearly states, “Brower Piven Announces the Filing of a Class Action Lawsuit Against Darden Restaurants, Inc.” To me, that means a party named Brower Piven had filed a class action lawsuit against Darden Restaurants, the operator of Red Lobster and Olive Garden. But, oh!, was my participle dangling.

Turns out, if you read further, that a lawsuit had been “commenced,” which doesn’t necessarily mean “filed” under the rules of language that are now applied to law-firm press releases. As we’ve learned in recent weeks, many are trumpeting lawsuits that are not really lawsuits, or at best not yet. The hope is to scare up plaintiffs—specifically shareholders who lost money on the would-be defendant’s stock—who might like to join a legal action when one is actually undertaken. It’s the equivalent of a chain declaring it’s bigger than McDonald’s, then muttering in an aside that it just hasn’t opened the 35,000 units yet.

The Brower Piven statement does not expressly say the lawsuit has yet to be filed, so let’s take the company’s word that the action has indeed been taken. But it seems the key figure of a lead plaintiff is still missing. “You may, no later than May 12, 2008, ask the Court to allow you to serve as lead plaintiff,” the release notes, explaining that someone who lost a bundle on Darden’s stock would have an edge.

Indeed, they’d lead the class, so to speak. Yet, the statement acknowledges, “no class has yet been certified in the above action.” Despite the statement’s headline, there’s no class-action suit.

Maybe there will be one, even by the time you read this. But the class-action suit that Brower Piven declared in its statement as being officially underway clearly wasn’t at the time, by the company’s own admission.

Plenty of companies may feel the pain of shareholder class-action suits during the present economic downturn. Language and the truth, it seems, are already being bent to that purpose.

In the name of research

Attorneys used to chase ambulances. Now they announce an “investigation” into a public company’s pending acquisition and wait for aggrieved shareholders to come forward. Consider the solicitations that have been posted on the internet just in regard to the proposed buyout of Landry’s.

Two days after chairman, CEO and founder Tilman J. Fertitta submitted an offer to buy the 61 percent of Landry’s he doesn’t already own, the Little Rock, Ark., firm of Cauley Bowman Carney & Williams PLC sent out a press release announcing its probe of the $1.3 billion proposal. The deal had been announced just a day earlier. The firm offered to provide advise to Landry’s investors on shareholder rights. Without soliciting stakeholders for a possible lawsuit, the statement noted that Cauley Bowman “is a national law firm that represents investors in securities fraud and corporate governmance class actions.”

Now the firm has competition in the emerging realm of Landry’s related research. On Friday, the Rosen Law Firm of New York City said it was commencing its own investigation. The announcement explained that media outlets had called Fertitta’s $23.50-per-share offer low.

“As a result of this and other information,” the statement explained, Rosen was investigating the fairness of the transaction to shareholders.

Purely coincidentally, shareholders who are dissatisfied with the price might be interested in suing Landry’s if it accepts Fertitta’s offer. Chances are they might need a law firm familiar with the specifics with the situation. One, perhaps, that may have done some research. Looks as if they might have a choice of at least two.

But that’s purely speculation, of course. More investigation would be needed to say something like that outright.