The firm represents individuals and institutions in prosecuting a wide variety of stockholder actions, including M&A breach of fiduciary duty actions, appraisal actions, corporate governance disputes, access to corporate books and records, dissolution actions, and corporate control litigation, including hostile acquisitions and proxy fights. We only undertake a contingent stockholder representation if the firm will have a lead role in devising and implementing litigation strategy.
Cumming v. Edens
In re Calamos Asset Management, Inc. Stockholder Litigation
Mesirov v. Enbridge Energy Co., Inc.
In re Good Technology Corporation Stockholder Litig.
In re Third Avenue Trust Shareholder and Derivative Litigation
3-Sigma Value Financial Opportunities LP v. Jones
Laborers’ Local #231 Pension Fund v. Merrill Lynch, Pierce, Fenner & Smith Inc.
Virtus Capital L.P. v. Eastman Chemical Company
In re Activision Blizzard, Inc. Stockholders Litigation
In re Rural/Metro Corporation Stockholders Litigation
In re Gardner Denver, Inc. Shareholders Litigation
In re Chaparral Resources, Inc. Shareholders Litigation
In re Prime Hospitality, Inc. Shareholders' Litigation
Berger v. Ford
Joseph v. Heisley
In re TeleCorp PCS Inc. Shareholders Litigation
Virtus Capital L.P. v. Sterling Chemicals, Inc.
Settlement of appraisal case converted to class action; recovery for appraisal shares estimated to be
597% premium above merger price
Merion Capital LP et al. v. Safeway Inc.
Obtained appraisal settlement, as reported in The Wall Street Journal, of approximately $102.8 million representing 26% premium above merger price
Merion Capital LP v. Emergency Medical Services Corp.
Obtained appraisal settlement, as reported in SEC filings, of approximately $13.7 million representing 35% premium above merger price
Williams v. Ji
Obtained cancellation of insider subsidiary options and warrants and equity grants, rescission of super-voting shares, neutralization of voting agreement, and procedural protections respecting any future subsidiary stock awards and related-party transactions at Sorrento Therapeutics, Inc.
In re IAC/InterActivCorp Class C Reclassification Litigation
Obtained abandonment of proposed issuance of a new class of non-voting stock, which would have secured dynastic control for the family of Barry Diller
In re VAALCO Energy, Inc. Consolidated Stockholder Litigation
Invalidated charter and bylaw provisions that purported to prevent stockholder removal without cause of directors of an unstaggered board
In re Activision Blizzard, Inc. Stockholders Litigation
As part of settlement on eve of trial, CEO Robert Kotick, Chairman Brian Kelly and entities they control agreed to expand Activision’s Board by two spots to be filled by persons independent of and unaffiliated with them (thereby making independent, unaffiliated directors a Board majority) and agreed to reduce their voting power from 24.9% to 19.9%
Arris Group, Inc
B/E Aerospace, Inc.
Healthways, Inc.
Joy Global Inc.
MGM Resorts International
Microsemi, Inc.
Patterson-UTI Energy, Inc.
QEP Resources, Inc.
In breach of fiduciary duty litigation involving each of the above companies and their bank lenders, the firm obtained elimination in each company’s credit agreement of a “Dead Hand Proxy Put” - an acceleration provision triggered by the election of a new board majority nominated by dissident stockholders
Oklahoma Firefighters Pension & Retirement System v. Steven A. Davis
Obtained elimination of supermajority bylaw provision that impeded potential consent solicitation to change control of board of directors of Bob Evans Farms, Inc.
Kurz v. Holbrook
San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc.
In re Yahoo! Inc. Shareholders Litigation
Walker v. American International Group, Inc.
Obtained public commitment that AIG would obtain the consent of common stockholders prior to converting into common stock the Series C Preferred Stock that had been issued for the benefit of the U.S. Treasury in the original bailout of AIG
Minneapolis Firefighters' Relief Ass'n v. Ceridian Corp.
Hollinger International, Inc. v. Black
Represented Tweedy, Browne Company LLC in its landmark efforts to investigate, challenge, and force dramatic reform of the "corporate kleptocracy" at Hollinger International, Inc.
In re PeopleSoft, Inc. Shareholder Litigation
Successfully objected to proposed compromise of class claims arising from takeover defenses by PeopleSoft, Inc. to thwart an acquisition by Oracle Corp.
In re Dairy Mart Convenience Stores, Inc.