Matthew Solum, P.C.

Securities and Derivative Litigation

• Stein v. Moyes, et al., (Del. Ch.). Represented defendants in a derivative lawsuit arising out of CEO’s borrowing against his shares in the company. Following briefing and oral argument, all claims were dismissed with prejudice.
• Leslie v. Caforio, et al., (Sup. Ct. N.Y.) and Deckter v. Andreotti, et al., (Sup. Ct. N.Y.). Represented defendants, including company and its directors and officers, in derivative action arising out of an SEC settlement regarding alleged Foreign Corrupt Practices Act violations. Motions to dismiss were granted with prejudice.
• In re Mazor Robotics Ltd. Securities Litigation (S.D.N.Y.). Represented company and its executives in putative securities class action arising from an office raid by the Israel Securities Authority. Following appointment of lead counsel, Kirkland secured a dismissal of the claims.
• Jones et al. v. Party City Holdco Inc. et al., (S.D.N.Y.). Represented defendant in connection with alleged Securities Act violations arising from the Party City IPO and the effect of ‘Frozen’ on the company’s business. Motion to dismiss was granted with prejudice.
• Burns v. Harris, et al., (W.D. Tex.). Represented defendants in connection with alleged violations of the federal securities laws. After motion to dismiss was filed, plaintiffs dismissed the case.
• Fernandez v. Knight Capital Group, Inc., et al., (D.N.J.). Represented defendants in connection with alleged violations of Section 10(b) of the Securities Exchange Act involving disclosure of risk of technology failure, which had caused inadvertent accumulation of billions of dollars of securities. After motion to dismiss was filed, case settled favorably.
• Teamsters Union 25 Health Services & Insurance Plan, et al. v. Brand, et al., (Del. Ch.). Represented defendant in stockholder derivative action arising out of allegedly unfair insider transaction. Motion to dismiss granted with prejudice.
• Various Matters Related to Atrium European Real Estate Limited and Meinl Bank AG (Matters Pending in Austria, Caymans, Israel, Jersey, the Netherlands, and UK, as well as before the ICC and Vienna International Arbitration Centre). Represented Atrium and its directors and officers in connection with various securities-related claims, including claims arising from securities sales and marketing practices. After extensive litigation, successfully negotiated and closed a complex disentanglement agreement.
• City of Dania Beach Police & Firefighters’ Retirement System v. Chipotle Mexican Grill, Inc., et al. and Kim v. Chipotle Mexican Grill, Inc., et al., (D. Colo.). Represented company and its directors and officers in connection with alleged securities class action arising from stock drop. After motions to dismiss were filed, case was dismissed.

M&A Litigation

• Nestle Purina Petcare Company v. SPC Partners IV, (Del. Ch. and AAA Arbitration). Represented seller of a business in a purchase price dispute and defended against claims for fraud and indemnification. After achieving a favorable purchase price adjustment decision, case was settled on a confidential basis.
• In re Talen Energy Stockholder Corp., (Del. Ch.). Represented independent members of the board in defending against claims for breach of fiduciary duty arising from alleged unfair controller buyout. Stockholders served books and records demands and aggressively pursued litigation. After briefing of the motion to dismiss, and on the eve of the hearing, the stockholders dismissed all claims with prejudice.
• ACP Master, Ltd. v. Sprint Corp., et al., (Del. Ch.). Represented former directors in stockholder class action arising out of acquisition of Clearwire. After discovery, directors were all dismissed from the case.
• Shi v. Hong Li, et al., (Sup. Ct. N.Y.). Represented directors as defendants in securities litigation arising out of the acquisition of a company in Hong Kong. Plaintiff sought to enjoin the transaction. Preliminary injunction motion was denied and case dismissed.
• Stein v. iGate, et al., (Ct. of Common Pleas of Phil. Cty.). Represented defendants in derivative action arising out of acquisition of iGate by Capgemini. Special committee was appointed to investigate and determined that the defendants’ conduct was eminently reasonable and appropriate and case was dismissed.
• Lusk v. Life Time Fitness, Inc. (D. Minn.).Represented LNK Partners in securities class action arising out of acquisition of Life Time Fitness. Motion to dismiss granted with prejudice.
• In re Sauer Danfoss stockholder litigation, (Del. Ch.). Represented directors in stockholder class action arising out of acquisition by controlling stockholder. Case settled on eve of trial for 1.4% of the deal price.
• Villere v. Epiq Systems, et al., (In the Circuit Court of Jackson Cty., Mo.). Represented company and directors in litigation with activist shareholder regarding alleged breaches of fiduciary duty and violation of standstill agreement. After discovery, briefing and trial, fiduciary duty claims against directors were dismissed and merger proceeded without delay.
• In re TIBCO Software, Inc. Stockholders Litigation, (Del. Ch.). Represented acquirer in stockholder class action arising out of acquisition of TIBCO. Plaintiff alleged that capitalization error led to acquirer underpaying the Company’s stockholders by $100 million. After motion to dismiss was granted and complaint was amended, case settled on favorable terms.
• Laborers’ Local #231 Pension Fund v. Websense, Inc., (Cal. Super. Ct., San Diego Cty.). Represented company and acquirer in stockholder class action arising out of acquisition. Motion to dismiss both entities was granted with prejudice.

Complex Commercial Litigation

• Dynasty Sports LLC v. PrimeSport, (S.D. Fla.) and Bassewitz v. Primesport, Inc., (N.D. Ga.). Represented company against competitor for breach of non-disclosure agreement, and tortious interference with contract. After expedited discovery and on eve of preliminary injunction hearing, case settled on confidential basis.
• Pavonix, et. al. v. SumTotal, et al., (Sup. Ct. N.Y.). Represented buyer of a business and its officers and directors in purchase price dispute and in defense against indemnification and fraud claims adverse to the seller of the business. 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.
• Milikowsky v. GrafTech International Ltd., et al., (D. Mass.). Represented former director asserting claims for defamation and libel for repeated statements. After discovery, claims were dismissed and no further statements have been made regarding Mr. Milikowsky.
• TransformaCon, Inc. v. Vista Equity Partners, Inc., et al., (S.D.N.Y.). Represented defendants in lawsuit alleging claims for breach of contract, tortious interference with contract and unjust enrichment. After motion to dismiss was granted as to most of plaintiff’s claims, case settled on confidential basis.
• Milton Abeles, Inc. v. Creekstone Farms Premium Beef, LLC, (E.D.N.Y.). Represented defendant where plaintiff alleged breach of joint venture, breach of contract, breach of fiduciary duty, unjust enrichment and quantum meruit claims. After discovery and a trial, court ruled in favor of defendant on all claims.

Alternative Dispute Resolution

• Represented pharmaceutical company in AAA arbitration involving alleged breach of an earn-out provision. Following discovery and mediation, case settled on a confidential basis.
• Represented rail company in arbitration involving substantial purchase price dispute. After briefing and hearing, arbitrator ruled in favor of rail company en toto.
• Represented media company as a 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 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.
• Represented seller of business in arbitration involving breach of contract and related claims that were asserted by buyer of business. Arbitrator ruled in favor of seller on all claims.
• Represented broker dealer in FINRA arbitration involving suitability, and marketing and sales practices claims. After hearing on the merits, arbitrators ruled in client’s favor on all claims.
• Represented 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.