Stefan Atkinson, P.C.

Securities Litigation

• Representing 3G Capital, one of Kraft Heinz’s largest shareholders, in putative securities class action and derivative litigation filed in Illinois federal court and the Delaware Court of Chancery related to a write-down of Kraft’s assets and the disclosure of an SEC investigation.
• Representing Grubhub and its CEO and CFO in a purported securities class action filed in Illinois federal court concerning certain statements about the company’s growth, competitive landscape and strategy.
• Representing Exelon and four of its officers in a putative class action and related derivative suit arising from alleged unlawful lobbying activities involving one of its subsidiaries and DOJ and SEC investigations.
• Representing Six Flags and its former CEO and current CFO in purported securities class action and derivative litigation filed in Texas state and federal courts regarding the construction of new theme parks in China.
• Representing Honeywell and certain of its officers and directors in securities class action and derivative litigation filed in New Jersey and Delaware federal courts arising from the company’s accounting for asbestos-related liabilities.
• Representing Honeywell in purported securities class action litigation filed in Minnesota federal court relating to the financial results for a company spun-off from Honeywell.
• Represented Pitney Bowes and certain of its directors and officers in litigation brought under the federal securities laws in state court in Connecticut relating to a 2017 Pitney Bowes debt offering. Won a contested motion to stay discovery under the PSLRA during the pendency of a motion to dismiss, the first defense counsel to do so in a reported decision in more than two decades, and then won dismissal of all claims. Also secured dismissal of related derivative suits.
• A multi-industry conglomerate and its CEO and CFO, won dismissal of a purported securities class action litigation filed in New York federal court alleging that the defendants made false and misleading statements about the growth and earnings prospects of a business that the client acquired.
• Represented Xerox and certain of its directors and officers in a purported securities fraud class action brought in New York federal court alleging false and misleading statements regarding the profitability and prospects of a Xerox software product. Won dismissal in March 2018; affirmed by the Second Circuit in June 2019.
• Represented Qualcomm and certain of its directors and officers in a securities suit brought in California federal court arising from antitrust investigations and litigation brought by Apple and the FTC concerning the company’s licensing and chip businesses.
• Represented Mylan and certain of its directors and officers in securities litigation in New York federal court relating to the company’s classification of the EpiPen® under the Medicaid Drug Rebate Program, as well as antitrust allegations against the company.

M&A / Corporate Governance Litigation

• Representing the Special Committee of the Board of Directors of Taubman Centers in litigation related to the purported termination by Simon Properties’ of its $9.8 billion merger and joint venture with Taubman.
• Representing ArcLight Capital Partners, one of its portfolio companies, and certain officers and directors in two purported class actions filed in the Delaware Court of Chancery and New York federal court relating to ArcLight’s merger with American Midstream partners. Plaintiffs assert various class action claims for breach of the limited partnership agreement, breach of the implied covenant of good faith and fair dealing, and unjust enrichment, as well as violations of sections 10(b) and 20(a) of the Exchange Act.
• Representing HGGC and one of its affiliated funds in two separate putative class actions filed in the Delaware Court of Chancery arising from its acquisition of Nutraceutical International Corporation.
• Representing private equity firm, Bayou City Energy, and one of its directors in consolidated putative securities class action related to the $3.8 billion merger of Alta Mesa Holdings and Kingfisher Midstream.
• Representing Delphi Technologies and its board in litigation filed in Michigan federal court arising from its $3.3 billion sale to Borg Warner.
• Represented U.S. Silica in litigation filed in the Delaware Court of Chancery concerning a shareholder books and records demand arising out of the company’s $750 million acquisition of EP Minerals. Plaintiff voluntarily dismissed the case.
• Represented Fox Corporation and certain former officers and directors of Twenty-First Century Fox, including Rupert Murdoch and his sons, and won dismissal in June 2020 of a shareholder derivative lawsuit filed in the Delaware Court of Chancery arising out of 21CF’s $73 billion merger with Walt Disney Company and the separation of Fox Corporation.
• Represented Vitamin Shoppe and its directors in five separate securities class actions in Delaware and New Jersey federal courts challenging disclosures made in connection with the company’s $208 million sale to Liberty Tax. Following the issuance of supplemental disclosures, the plaintiffs dismissed their suits and the deal closed on schedule. Stefan was retained post-closing to defend the company in two separate books and records complaints pending in the Delaware Court of Chancery.
• Represented the former Alliant CEO and Orbital Director in a putative securities class action filed in Virginia federal court arising from Orbital’s restatement of financial information following its merger with Alliant Techsystems. The case settled.
• Represented Liqui-Box, a portfolio company of Olympus Partners, in litigation filed in New York federal court arising from its $585 million acquisition of Rapak and Worldwide Dispensers, providers of plastic packaging and products, from affiliates of D.S. Smith plc (“DS Smith”). Liqui-Box sued to force DS Smith to fulfill its obligations under the Stock Purchase Agreement, including to use its reasonable best efforts to close the deal, and the deal has now closed.
• Represented H.J. Heinz in securities and fiduciary duty litigation in state and federal court in Virginia and Illinois relating to the company’s $60 billion merger with Kraft. The cases settled, and the transaction closed.
• Represented Mylan and its directors in fiduciary duty and merger litigation in federal courts in New York and Pennsylvania concerning Teva’s proposed takeover of Mylan, Mylan’s proposed takeover of Perrigo and Mylan’s acquisition of certain assets from Abbott Laboratories. Successfully defended against a preliminary injunction motion brought by Perrigo in New York federal court, and won dismissal of a shareholder claim brought in Pennsylvania federal court.
• Represented Qualcomm and its directors in derivative litigation in federal court in Delaware relating to allegations concerning Qualcomm’s securities disclosures and business activities. The plaintiff voluntarily dismissed the case in March 2018 following briefing on defendants’ second motion to dismiss.
• Represented Spectranetics and its directors in purported shareholder class actions in Colorado federal court relating to the company’s €1.9 billion acquisition by Philips. The cases settled, after which the deal closed.
• Represented Starwood Hotels and its directors in fiduciary duty litigation in Maryland state court relating to the company’s $13.3 billion combination with Marriott. Won dismissal of the case, prior to the close of the transaction.
• Represented Xerox in litigation in Texas federal court brought by Darwin Deason, the former founder, chairman and CEO of Affiliated Computer Services, which Xerox acquired in 2010, concerning the treatment of Mr. Deason’s preferred stock in Xerox’s planned spin off of its Business Process Outsourcing business. The parties settled the case and the spin-off was consummated.
• Represented The Williams Companies and its directors and officers in securities, fiduciary duty and merger agreement litigation in Delaware Chancery Court, Delaware Supreme Court and federal court in Oklahoma, all relating to the company’s now-terminated $37.7 billion combination with Energy Transfer Equity. Most recently, the Tenth Circuit in May 2018 affirmed dismissal of a securities suit brought against Williams, its CEO and its former CFO.

Other Commercial Litigation

• Representing Grubhub in litigation filed by Yum Restaurant Services Group in New York state court alleging breach of a franchise contract.
• Represented Barnes & Noble in purported class action litigation in New York federal court involving claims under the Video Privacy Protection Act and related New York law. Defeated a motion for a preliminary injunction in 2017, and won a motion to compel the case to arbitration in January 2018. The Second Circuit dismissed the appeal in March 2019.
• Represented Mylan in patent litigation in federal court in West Virginia regarding Mylan’s Perforomist® product, resulting in a ruling in Mylan’s favor following trial.
• Represented Qualcomm in antitrust litigation and investigations in the U.S. and abroad, including coordinated litigation against Apple and the FTC in federal court in California and an investigation by China’s National Development and Reform Commission (NDRC) in Beijing.

*Some representations occurred prior to joining Kirkland

Cravath, Swaine & Moore LLP, 2011–2018

CNN, 2003–2006