Prosecuting Stockholder Actions

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. 

In re Mindbody, Inc. Stockholders Litigation

·         Post-trial finding of liability and class-wide damages against the CEO and the private equity buyer

·         Chancellor McCormick held: “Plaintiffs have proven that Stollmeyer breached the duty of loyalty and committed disclosure violations and that Vista aided and abetted in the disclosure violations.”

·         Partial settlement of $27 million for claims against certain other dedefendants challenging sale of company

In re Tilray, Inc. Reorganization Litigation

• Proposed settlement of $39.9 million arising out of a corporate reorganization

In re Coty Inc. Stockholders Litigation

•  Proposed settlement of $35 million plus governance protections for claims arising out of partial tender offer

In re CVR Refining, LP Unitholder Litigation

• Settlement of $78.5 million for claims arising out of partial tender offer and exercise of call right to buy out public unitholders
• Chancellor McCormick stated: “I actually think it’s an excellent settlement for the class, and I commend everyone for achieving it.”

In re AVX Corporation Stockholders Litigation

•  Settlement of $49.9 million for claims arising out of buyout of public stockholders
• Vice Chancellor Glasscock stated: “I can’t help but think that the result that the plaintiffs achieved here is an excellent result for the class, and I’m very pleased to approve the settlement.”

City of Warren General Employees' Retirement System v. Roche

• Settlement of $29.5 million for claims challenging sale of Blackhawk Network Holdings, Inc.
• Vice Chancellor Fioravanti stated:  “Counsel, this was an interesting case.  I know you worked really hard on it.  Fantastic result.  The fee was well deserved.”

In re The Boeing Company Derivative Litigation

• Settlement of $237.5 million for derivative claims arising out of two mass fatality crashes and the grounding of the 737 MAX
• Vice Chancellor Zurn stated: “To my mind, the reforms and money obtained here are of great benefit to the company and its stockholders[.]” 
• Corporate governance reforms discussed below 

Morrison v. Berry

• Settlement of $27.5 million for claims challenging the sale of The Fresh Market, Inc. 
• Pioneering case that asserted Revlon claims based on Section 220 documents
• Vice Chancellor Glasscock stated: “This has been, for the stage at which it now exists, an extraordinarily heavily litigated, hard-fought litigation….  [It] really did create some historical clarifications of our law….  I think the settlement is fair and, in fact, an excellent result for the class.” 

Cumming v. Edens

• Derivative settlement of $53 million for claims challenging $640 million acquisition by New Senior Investment Group, Inc.
• Vice Chancellor Slights characterized the settlement as “impressive”  and described the litigation as “hard fought, but fought in the right way” 

In re Calamos Asset Management, Inc. Stockholder Litigation

• Settlement of over $22 million, which represents nearly a 23% premium to the buyout price.
• Vice Chancellor McCormick stated: “In this case, plaintiffs’ counsel have only built a considerable track record, never burned it, which gave them the credibility necessary to extract the benefits achieved.”

Mesirov v. Enbridge Energy Co., Inc.

• Special committee of directors of Enbridge Energy Partners, L.P. valued derivative claims at a range with a midpoint of $99.8 million when conducting merger negotiations with Enbridge Inc.

In re Good Technology Corporation Stockholder Litig.

• Settlements of $35 million for claim against J.P. Morgan Securities LLC and $17 million for claims against director defendants and their affiliated venture capital funds arising out of challenge to dual-track sale/IPO process that resulted in sale of company to BlackBerry Limited

In re Third Avenue Trust Shareholder and Derivative Litigation

• Settlement of $25 million arising out of collapse of open-end mutual fund

3-Sigma Value Financial Opportunities LP v. Jones

• Settlement of $19.2 million arising out of collapse of Certus Holdings, Inc.
• Vice Chancellor Glasscock stated: “I think, in fact, it was a rather extraordinary result for the class.... I commend those involved here.”

Laborers’ Local #231 Pension Fund v. Merrill Lynch, Pierce, Fenner & Smith Inc.

• Obtained additional class settlement consideration of $28 million following assertion of aiding and abetting claim against financial advisor to the board of directors of Websense, Inc.

Virtus Capital L.P. v. Eastman Chemical Company

• Class settlement two months before trial of $17.5 million, or $14.125 per share, for minority stockholders who had received $3.1 million, or $2.50 per share, in the challenged transaction
• Vice Chancellor Laster stated: “It’s hard to be understated about this recovery. This amounts to a 565 percent premium over what the common stock received in the merger... . [T]he representation provided by class counsel was ... excellent.”

In re Activision Blizzard, Inc. Stockholders Litigation

• Derivative settlement on eve of trial of $275 million
• Vice Chancellor Laster stated: “Lead Counsel brought a particular blend of expertise, initiative, and ingenuity to the case. In my view, few litigation teams could have achieved this result against the determined, well-represented, and aggressive adversaries that Lead Counsel faced.”
• Corporate governance reforms discussed below

In re Rural/Metro Corporation Stockholders Litigation

• Successfully objected to a proposed disclosure-only settlement
• Settled on eve of trial with Moelis & Company for $5 million and with director defendants for $6.6 million
• Successfully litigated the case through trial, final judgment, and appeal against sole non-settling defendant RBC Capital Markets LLC, and collected $97.8 million, the full amount of the judgment, based on a fair value determination 24% above the merger price

In re Gardner Denver, Inc. Shareholders Litigation 

• Obtained settlement of $29 million and elimination of “Don’t Ask, Don’t Waive” standstill provisions in confidentiality agreements with prospective bidders
• Vice Chancellor Noble stated: “a $29 million cash settlement …, frankly, is an outstanding result…. When I first looked at the case, I concede that I did not expect plaintiff to recover anything along the lines of the cash settlement presented today. Recoveries of this size don’t just happen. The lawyers took a case and made something of it….. The litigation was not easy. Some of it may be fairly characterized as novel.”

In re Chaparral Resources, Inc. Shareholders Litigation 

• Obtained settlement of $41 million (45% above merger price) after trial in shareholder class action against Lukoil; successfully intervened on behalf of a group of individual investors at outset of litigation
• Vice Chancellor Lamb stated: “I think the performance was outstanding, and frankly, without the efforts of counsel, nothing would have been achieved. The class would have gotten zero. I don't think that can be more clear.”

In re Prime Hospitality, Inc. Shareholders' Litigation

• Successfully objected to a proposed disclosure-only settlement
• Subsequently settled the case for $25 million
• Chancellor Chandler described the successful objection to the initial settlement as “quite an achievement” and described the ultimate settlement as an “outstanding benefit” to the class

Berger v. Ford

• Recovered $13.4 million in a settlement of a shareholder derivative demand regarding the allocation of IPO shares to William Clay Ford, Jr.; settlement amount approximated first-day unrealized gains plus pre-judgment interest

Joseph v. Heisley

• Co-lead counsel in shareholder derivative action challenging repurchase of control block in WorldPort Communications, Inc. The case settled after trial on terms that effected acquisition of the public stockholders' interests at 38% above market price

In re TeleCorp PCS Inc. Shareholders Litigation

• Settled shortly before trial for $47.5 million
• Then-Vice Chancellor Strine described the settlement as a “very, very, high quality result” in a case “very complexly, aggressively defended, ably litigated, efficiently litigated”

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

In re The Boeing Company Derivative Litigation

Settlement includes creation of Ombudsperson Program; addition of director with expertise in aviation/aerospace, engineering or product safety oversight; mandatory safety reporting to board committee; and consideration of safety metrics in determining executive compensation

In re Expedia Group Inc. Stockholders Litigation

Settlement includes (in addition to Barry Diller’s post-litigation relinquishment of rights to buy super-voting shares) a limitation on Alexander von Furstenberg (or any other immediate family member of Barry Diller) seeking an executive position at Expedia; a one-person limitation on the number of Diller family members serving as a director of Expedia following Barry Diller’s departure from the board; a reduction in the voting power of Diller-related persons to 20% for extraordinary transactions or director elections for nominees not supported by a board majority; creation of a company right of first offer to buy super-voting shares following Barry Diller’s departure

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

• Obtained rescission of transaction that conferred 28% voting power and other rights on preferred stockholder; obtained post-trial ruling upheld on appeal invalidating bylaw amendments that would have given preferred stockholder control over Board of Directors
• Chief Justice Steele stated: “As the Vice Chancellor found, this case presented complex and novel legal issues, made more difficult by the fact that plaintiff's counsel faced five large law firms and a rapidly evolving case. Counsel worked on a contingency basis, and the Vice Chancellor credited counsel's standing and ability. Finally, he found the benefits were sizeable: ‘This was a strong challenge brought to a challenge where there was . . . real evidence of loyalty breaches; and rescinding the transaction fundamentally changed the corporate governance landscape. ’”

San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc.

• Obtained relief from acceleration provisions in debt instruments triggered by a change in the composition of the board of directors
• Vice Chancellor Noble stated: "Because of the fundamental importance to the shareholder franchise of having a choice of candidates for election to the board, significant and substantial benefits unquestionably accrued to Amylin's stockholders from this litigation.... This was a complex engagement. The quality of the work was excellent. The standing and ability of Plaintiff's Counsel cannot be questioned."

In re Yahoo! Inc. Shareholders Litigation

• Obtained comprehensive changes to Yahoo’s Change In Control Employee Severance Plans, which were adopted in response to merger proposal from Microsoft Corporation
• Chancellor Chandler found that the settlement “amounted to a substantial benefit to Yahoo's shareholders because the key terms of the settlement made it less expensive to sell Yahoo, making the company a more attractive target to potential suitors.”

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. 

• Settled expedited litigation on terms that eliminated a “Don't Ask, Don't Waive” standstill with a disappointed bidder, broadened superior proposal definition, and eliminated “election walkaway” provision in merger agreement
• Chancellor Chandler described the settlement as “a fairly remarkable achievement and a very successful achievement” by “serious lawyers, seriously litigating some rather interesting and novel claims.”

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.

• Settled after trial on terms that effected a change of control from insiders to the public stockholders
• Chancellor Chandler described the firm's efforts as “truly an amazing performance” and “very well lawyered” and described counsel fees as “not only deserved; they were earned”

• New York State Common Retirement Fund, in Section 220 litigation against Oracle Corporation and Qualcomm Incorporated to obtain books and records concerning political expenditures; obtained books and records from Oracle Corporation; obtained Qualcomm’s agreement to implement an industry-leading political spending disclosure policy
• Third Point LLC, in connection with a Section 220 demand on Yahoo! Inc. that led to the resignation of Yahoo’s then-CEO
• Pentwater Capital Management, LP, in settlement of advance notice bylaw litigation against Leap Wireless International, Inc., obtained the appointment of certain persons as new directors