Matthew Solum, P.C.

Securities and Derivative Litigation

• Representing Chinese company, Fanhua, Inc., and its officers in a securities class action filed in New York federal court arising out of a drop in the company’s stock price.
• Representing Wynn Resorts and its directors and officers in state and federal derivative cases and federal securities class actions arising from allegations of sexual misconduct by the former CEO, chairman and founder.
• Representing Bristol-Myers Squibb and its officers and won dismissal of a securities class action filed in New York federal court arising out of a drop in the company’s stock price following negative drug trials. An amended complaint remains pending.
• Representing a publicly-traded company against a stockholder derivative lawsuit filed in New York state court concerning its cybersecurity practices. The complaint alleges breaches of fiduciary duty, unjust enrichment and gross mismanagement.
• Representing Micro Focus International plc and various directors and officers in two putative securities class actions filed in New York and California arising out of the 2017 merger of Micro Focus with Hewlett Packard Enterprise Company's software business. Secured a stay of the California case.
• Representing EQT Corporation and certain of its officers and directors in a consolidated putative securities class action filed in Pennsylvania federal court arising out of its $6.7 billion acquisition of Rice Energy.
• Representing Mindbody and its portfolio parent, Vista Equity Partners, in shareholder litigation and an appraisal action challenging Vista’s $1.9 billion take-private acquisition of Mindbody. 
• Represented Bristol-Myers Squibb and its directors and officers and won dismissal of two derivative actions in New York state court arising out of an SEC settlement regarding alleged FCPA violations.
• Represented Essendant, Inc., a number of its affiliates, its portfolio parent, Sycamore Partners, and Staples, Inc. in a consolidated putative shareholder class action in the Delaware Court of Chancery arising out of Staples, Inc.’s $1 billion acquisition of Essendant. Won full dismissal in 2019.
• Represented Mazor Robotics and its executives in a consolidated putative securities class action filed in New York federal court arising from an office raid by the Israel Securities Authority. Following appointment of lead counsel, secured dismissal of all claims in 2017.
• Represented Chipotle Mexican Grill in a securities fraud class action filed in Colorado federal court arising out of a significant drop in the client’s stock price. After motions to dismiss were filed, the case was voluntarily dismissed.
• Represented Emergent BioSolutions, Inc. and certain company executives in a securities class action in Maryland federal court arising out of a significant drop in Emergent’s stock price following the disclosure of lower-than-expected sales of one of its vaccines. Defeated class certification and facilitated a favorable settlement in 2019.
• Represented Swift Transportation Co. and certain members of its board in a derivative action filed in Delaware state court alleging that the board overlooked securities violations by Swift's founder and former CEO. Won full dismissal in 2017.
• Represented Knight Capital Group and its officers in a securities fraud class action filed in New Jersey federal court arising out of a software glitch that caused the client to erroneously purchase $7 billion worth of stock and ultimately record a $461 million loss. The defendants defeated the plaintiffs’ attempt to obtain early discovery and, after a motion to dismiss was filed, the case settled in 2015 on very favorably terms with the company's insurance carriers funding the settlement in full.
• Represented Advent International in a putative securities fraud class action filed in New York federal court arising from Party City Holdco Inc.’s 2015 IPO. Won full dismissal in 2017.

Deal-Related Litigation

• Representing Amcor Ltd and Bemis Company in class action litigation arising out of Amcor’s $6.8 billion acquisition of Bemis and first-in-a-generation appraisal litigation in Missouri. 
• Representing BC Partners in a putative shareholder class action filed in the Delaware Chancery Court arising out of its proposed $2.1 billion acquisition of Presidio. Defeated plaintiffs' preliminary injunction in 2019.
• Representing Brookfield Asset Management, LLC and its affiliates in class action litigation in New York federal court arising out of its take-private acquisition of Teekay Offshore.
• Representing Del Frisco’s Restaurant Group and its directors and officers in class action and related litigation in Delaware and New York arising out of its take-private by L Catterton. 
• Representing Nutraceutical Corporation in an appraisal action filed in the Delaware Court of Chancery arising out of the company’s $446 million take-private acquisition by Huntsman Gay Capital Partners.
• Representing TPG Capital and its affiliate in disputes filed in the Delaware Court of Chancery arising from its acquisition of Kindred Healthcare. In 2018, after significant discovery and motion practice, the court allowed shareholders additional time to seek appraisal, but otherwise denied all aspects of the shareholders’ preliminary injunction motion, and the deal closed without delay. An appraisal action was filed following completion of the transaction and is ongoing.
• Represented Vista Equity Partners in shareholder litigation filed in the Delaware Court of Chancery arising from Vista’s $4.3 billion acquisition of TIBCO Software. Defeated plaintiffs' preliminary injunction and won motion to dismiss with prejudice. An amended complaint reinstating one of the original three claims against Vista was filed and the parties reached a favorable settlement shortly thereafter.
• Represented LNK Partners in a putative securities class action filed in Minnesota federal court alleging violation of federal securities laws and breach of fiduciary duty arising out of the acquisition of Life Time Fitness. Won dismissal with prejudice in 2016.
• Represented Team Health Holdings in what is thought to be one of the largest appraisal proceedings filed in the Delaware Chancery Court arising from the acquisition of Team Health by Blackstone Capital Partners. The parties seeking appraisal held 20 percent of Team Health's stock, which was worth more than $600 million at the deal price. In 2018, after significant discovery, motion practice and extended discussions, the matter was settled favorably.
• Represented Talen Energy Corporation and independent members of its board in defending against claims for breach of fiduciary duty arising from an alleged unfair controller buyout. A putative class of stockholders served books and records demands and aggressively pursued litigation in the Delaware Court of Chancery. After briefing of the motion to dismiss, and on the eve of the hearing, the stockholders dismissed all claims with prejudice.
• Represented Travelport and The Blackstone Group in a shareholder derivative action filed in the Delaware Court of Chancery in which plaintiffs alleged that Travelport breached its fiduciary duty by causing Orbitz to enter a services agreement with unfair terms. Won motion to dismiss in July 2015.

Represented numerous other target companies and acquirers in federal M&A litigation throughout the country, in connection with deals worth more than $100 billion, including on behalf of Bristol-Myers Squibb, Cambrex, C&J, Infineon, HGGC, Marriott Vacations Worldwide, Vista Equity Partners and Greenbriar.

Other Commercial Litigation

• Representing Blackstone and a number of its affiliates in disputes in Milan and New York arising out of a 2013 sale and leaseback of properties in Milan, Italy.
• Represented SumTotal Systems in a purchase price dispute and in defense against indemnification and fraud claims. Prevailed in the purchase price dispute, and indemnification and fraud claims were dismissed. Client was awarded its attorneys’ fees and pre- and post-judgment interest.
• Represented Vista Equity Partners and its portfolio company, ACTIVE Network, LLC, in an antitrust lawsuit filed in New York federal court alleging a monopoly in the ski resort management software industry. Won full dismissal in 2018; affirmed on appeal in 2019.
• Represented Creekstone Farms Premium Beef in a suit brought by a beef distributor in New York federal court alleging breach of an exclusive distribution agreement and joint venture agreement. After a 10-day bench trial, the court found in favor of Creekstone on all claims and counterclaims, and awarded Creekstone its attorneys' fees.
• Represented Frontier Communications and its subsidiaries in a breach of contract lawsuit alleging violations of federal interstate tariffs related to high speed data transmissions. Settlement achieved in 2019.

Alternative Dispute Resolution

• Successfully resolved for pharmaceutical company a AAA arbitration involving alleged breach of an earn-out provision. Following discovery and mediation, the case settled on a confidential basis.
• Secured an arbitration victory for a rail company in a purchase price dispute. After briefing and hearing, the arbitrator ruled in favor of client en toto.
• Represented a media company as respondent in AAA arbitration where claimant alleged breach of contract, fraudulent inducement, rescission, breach of the implied covenant of good faith and fair dealing, quantum meruit and unjust enrichment. After hearing on the merits, all claims were dismissed and respondent was awarded its attorneys’ fees and costs.
• Represented a Fortune 500 company as respondent in UNCITRAL arbitration where claimant allegedly incurred US$75 million in out-of-pocket expenses that respondent was supposed to pay pursuant to contract. After hearings on the merits, arbitrators dismissed most of the claims and awarded claimant less than 5% of its out-of-pocket expenses.
• Secured an arbitration victory for seller of business in a breach of contract dispute involving acquirer.
• Secured a victory for a broker dealer in a FINRA arbitration involving suitability, and marketing and sales practices claims. After hearing on the merits, arbitrators ruled in client’s favor on all claims.
• Secured an arbitration victory for a Fortune 100 company as claimant in baseball-style arbitration involving breach of contract claims. After hearing on the merits, arbitrators ruled in client’s favor on all claims.