Stefan Atkinson, P.C.

Securities Litigation

• Grubhub and its CEO and CFO, representing in a purported securities class action in Illinois federal court concerning certain statements about the company’s growth, competitive landscape and strategy.
• Six Flags and its former CEO and current CFO, won back-to-back dismissals with prejudice in 2021 of a purported securities class action and consolidated derivative suit in Texas federal court regarding the construction of new theme parks in China. Handling Fifth Circuit appeal.
• Honeywell and certain of its officers and directors, representing in securities and derivative litigation filed in New Jersey and Delaware federal courts arising from the company’s accounting for asbestos-related liabilities.
• Textron and certain of its senior executives, defending in a purported securities class action in New York federal court alleging false and misleading statements about the growth and earnings prospects of a business that Textron acquired.
• 3G Capital, one of Kraft Heinz’s largest shareholders, representing in putative securities class action and derivative litigation filed in Illinois federal court and Delaware Chancery Court related to a write-down of Kraft’s assets and the disclosure of an SEC investigation. Won complete dismissal of the Delaware derivative action in 2021.
• Thoma Bravo, as an investor in SolarWinds Corporation, defending in a consolidated putative class action in Texas federal court alleging violations of federal securities law and related derivative suits in Texas and Delaware stemming from a cybersecurity incident in 2020.
• Redwire Corporation and its CEO and CFO, representing in a purported securities class action in federal court in Florida relating to certain potential accounting issues disclosed by the company in late 2021 following a “deSPAC” merger.
• Stable Road Acquisition Corp. and certain of its affiliates, defending in purported securities class action litigation filed in California federal court arising from Stable Road’s “deSPAC” merger with Momentus and SEC action involving Momentus’s CEO and founder.
• Oaktree Capital Management and certain of its affiliates and professionals, representing in a consolidated putative class action and related derivative lawsuits in New York federal court arising from Array Technologies’ IPO.
• Bayou City Energy and one of its managing partners, defending in a consolidated putative securities class action in Texas federal court related to the $3.8 billion “deSPAC” merger of Alta Mesa Holdings and Kingfisher Midstream.
• Pitney Bowes and certain of its directors and officers, represented in litigation brought under the federal securities laws in Connecticut state court relating to a 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.
• Xerox and certain of its directors and officers, won dismissal of 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. Affirmed on appeal.
• Qualcomm and certain of its directors and officers, defended 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.
• Mylan and certain of its directors and officers, defended 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

• Lee Enterprises and its board of directors, represented in expedited litigation in Delaware Chancery Court surrounding a hostile M&A bid launched against Lee by hedge fund Alden Global. Stefan argued the case at trial in February 2022, resulting in a complete verdict for Lee and its board, upholding the board’s rejection of Alden’s slate of dissident directors based on Alden’s failure to comply with Lee’s advance notice bylaw. Won second expedited matter two weeks later when court denied Alden’s motion to postpone Lee’s 2022 shareholder meeting.
• ArcLight Capital Partners, one of its portfolio companies, and certain officers and directors, defending in two purported class actions filed in Delaware Chancery Court and New York federal court relating to ArcLight’s merger with American Midstream partners. Stefan argued and won complete dismissal in 2021 of the New York action, and obtained partial dismissal in 2020 of the Delaware suit, which is ongoing.
• The Special Committee of the board of directors of Taubman Centers, represented in “material adverse change” litigation related to the attempted termination by Simon Property Group of its $9.8 billion Taubman acquisition. The case settled on the eve of trial in 2020 with the deal closing.
• Fox Corporation and certain former officers and directors of Twenty-First Century Fox, including Rupert Murdoch and his sons, defended and won dismissal in 2020 of a shareholder derivative lawsuit filed in Delaware Chancery Court arising out of 21CF’s $73 billion merger with Walt Disney Company and the separation of Fox Corporation.
• Vitamin Shoppe and its directors, representing in two separate books and records actions pending in Delaware Chancery Court. Defeated fee motion by one of five securities plaintiffs surrounding disclosures issued by Vitamin Shoppe in connection with its 2019 take-private transaction with Liberty Tax.
• Instructure and its sponsor Thoma Bravo, as well as certain of Instructure’s officers and directors, representing in litigation in Delaware Chancery Court surrounding Thoma Bravo’s $2 billion take-private acquisition of Instructure.
• Inovalon Holdings, representing in shareholder litigation, including two pending books and records actions and an appraisal suit, arising from Nordic Capital’s $7.3 billion take-private acquisition of Inovalon.
• U.S. Silica, represented in litigation filed in Delaware Chancery Court concerning a shareholder books and records demand arising out of the company’s $750 million acquisition of EP Minerals. Plaintiff voluntarily dismissed the case following U.S. Silica’s threatened motion to dismiss.
• Qualcomm and its directors, defended in derivative litigation in federal court in Delaware relating  to allegations concerning Qualcomm’s securities disclosures and business activities. Plaintiff voluntarily dismissed the case following briefing on defendants’ second motion to dismiss.
• Xerox, represented 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.

Some of Stefan’s other M&A-related representations have included: Grubhub ($7.3 billion acquisition by Just Eat Takeaway.com); Starwood Capital Group ($6 billion acquisition of Extended Stay America); H.J. Heinz ($60 billion merger with Kraft); Stone Point Capital ($6 billion acquisition of CoreLogic); Mylan (Teva’s $40 billion hostile bid and Mylan’s $35 billion proposed Perrigo takeover and $5.6 billion acquisition of Abbott’s generics business); Extraction Oil ($2.6 billion acquisition of Bonanza Creek); Delphi Technologies ($3.3 billion sale to Borg Warner); Liqui-Box ($585 million acquisition of Rapak and Worldwide Dispensers); Spectranetics (€1.9 billion acquisition by Philips); Starwood Hotels ($13.3 billion combination with Marriott); and The Williams Companies (now-terminated $37.7 billion combination with Energy Transfer Equity).

Stefan also has significant experience in SPAC litigation, having been involved in numerous lawsuits related to such deals in the past few years. Recent representations include: Polestar Performance AB and its affiliates ($20 billion combination with Gores Guggenheim Inc.); Bullish Global ($9 billion merger with Far Peak Acquisition Corp.); CCC Information Services ($6.5 billion combination with Dragoneer Growth Opportunities Corp.); Jaws Acquisition ($4.4 billion merger with Cano Health); Vector Acquisition Corp. ($4.1 billion merger with Rocket Lab USA); Atlas Crest Investment Corp. ($3.8 billion merger with Archer); ArcLight Clean Transition ($1.6 billion merger with Proterra); Tailwind Two Acquisition Corp. ($1.58 billion combination with Terran Orbital Corp.); Genius Sports Group ($1.5 billion combination with dMY Technology Group, Inc. II); Tailwind Acquisition Corp. ($1.4 billion combination with QOMPLX); New Providence Acquisition ($1.4 billion merger with AST & Science); Stable Road Acquisition Corp. ($1.2 billion Momentus merger); Rice Acquisition Corp. ($1.15 billion combination with Aria Energy and Archaea Energy); Star Peak Transition ($1.35 billion merger with Stem); FinServ Acquisition ($1 billion combination with Katapult Holding); among many others.  

Other Commercial Litigation

• Constellation Brands and a number of its subsidiaries, defending in two lawsuits in federal court in New York relating to Corona Hard Seltzer and other Corona beers, arising out of a license agreement between Constellation and Modelo, an Anheuser-Busch InBev company.
• Grubhub, represented in litigation filed by Yum Restaurant Services Group in New York state court alleging breach of a franchise contract. The case settled on terms favorable to Grubhub in 2021.
• Stone Point Capital, representing in litigation brought by Arthur J. Gallagher & Co. in Delaware Chancery Court relating to the alleged acquisition of clients, employees and confidential information by a Stone Point portfolio company. Won motion staying the case pending final resolution of related actions in other jurisdictions.
• TMC the metals company, f/k/a Sustainable Opportunities Acquisition Corporation (SOAC), representing in breach of contract litigation regarding the violation of PIPE subscription agreements related to its $2.9 billion “deSPAC” merger with Deep Green Metals, Inc.
• Riviera Resources, won full dismissal of a lawsuit brought by an investment fund in New York state court alleging fraud arising from a stock re-purchase agreement based on the language of a so-called “Big Boy Letter”. Stefan successfully argued the motion to dismiss and the appeal which affirmed dismissal in full.
• Barnes & Noble, defended 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 and won a motion to compel the case to arbitration. The Second Circuit dismissed the appeal in March 2019.
• Mylan, defended in patent litigation in federal court in West Virginia regarding Mylan’s Perforomist® product, resulting in a ruling in Mylan’s favor following trial.
• Qualcomm, defended in antitrust litigation and investigations in the United States and abroad, including coordinated litigation against Apple and the FTC in California federal court 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

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