Matthew Solum, P.C.

Securities and Derivative Litigation

Matt’s recent representative matters include:

• Representing Hebron Technology, a Chinese pipe and valve fittings manufacturer, and its CEO and CFO, in two purported class actions filed in New York federal court relating to allegations of related party transactions and ineffective disclosure controls.
• Representing Jiayin Group, a Chinese financial services company, and its CEO and CFO, in purported class action litigation filed in New York state court alleging violations of sections 11 and 15 of the Securities Act related to the company’s 2019 IPO.
• Representing Lannett Company in class action and derivative litigation relating to alleged anticompetitive conduct concerning the pricing and market for certain generic pharmaceutical products. The derivative litigation settled in 2020.
• 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. Won motion to dismiss class action in May 2020 and secured a favorable settlement in consolidated derivative suit in March 2020.
• Representing Bristol-Myers Squibb 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 following negative drug trials. Won back-to-back dismissals. Pending appeal.
• Representing Micro Focus International and various directors and officers in two putative securities class actions in New York and California arising from its $8.8 billion merger with Hewlett Packard's software business. Won complete dismissal of the New York action in 2020.
• Representing Mindbody and its portfolio parent, Vista Equity Partners, in shareholder litigation in New York federal court and a related appraisal action challenging Vista’s $1.9 billion take-private acquisition of Mindbody. Won dismissal in 2020 of the majority of claims in the shareholder suit.
• Represented ABM Industries in a stockholder derivative lawsuit filed in New York state court concerning its cybersecurity practices. The complaint alleged breaches of fiduciary duty, unjust enrichment and gross mismanagement. Won full dismissal in 2020.
• Represented Chinese company, Fanhua, Inc., and its officers and won complete dismissal in March 2020 of a securities class action filed in New York federal court arising out of a drop in the company’s stock price.
• Represented Bristol-Myers Squibb and its directors and officers and secured dismissal of 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, and its portfolio parent, Sycamore Partners, 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 Lannett Company and two individual defendants in a putative securities fraud class action concerning the prospects of renewing a distribution agreement. In 2019, won dismissal of all but one category of alleged misstatements and subsequently negotiated favorable class-wide settlement.
• 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

Matt’s recent representative matters include:

• Representing Amcor Ltd. and Bemis Company in consolidated class action litigation filed in New York federal court arising out of Amcor’s $6.8 billion acquisition of Bemis and first-in-a-generation appraisal litigation in Missouri. Won full dismissal in 2021 of the New York action.
• 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. In November 2019, defeated plaintiffs' preliminary injunction seeking to enjoin a vote on the transaction.
• Representing Brookfield Asset Management, LLC and its affiliates in class action litigation in New York federal court arising from its offer to take Teekay Offshore private.
• Representing EQT Corporation and certain officers and directors in class action litigation arising out of the company’s $6.7 billion acquisition of Rice Energy.
• Representing HGGC and one of its affiliated funds in post-close fiduciary duty litigation in the Delaware Court of Chancery arising from its take-private acquisition of Nutraceutical International.
• 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.
• Represented Bristol-Myers Squibb in shareholder litigation arising from its $7 billion acquisition of Amylin. Secured a favorable settlement.
• Represented TPG Capital and its affiliate in disputes filed in the Delaware Court of Chancery arising from its acquisition of Kindred Healthcare. 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. A related appraisal action was resolved through a confidential settlement.
• Represented 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. The deal closed and the cases were voluntarily dismissed. A separate stockholder 220 demand in the Delaware Court of Chancery was also voluntarily dismissed.
• Represented Essendant, Inc. and its portfolio parent Sycamore Partners, in litigation related to the termination of the merger between Essendant and Genuine Parts Company. Settlement achieved in 2020.
• Defended Bristow Group in a stockholder 220 demand filed in the Delaware Court of Chancery arising out of its merger with Era Group. Voluntarily dismissed in 2020.
• 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 a special committee of the board of directors of Country Style Cooking Restaurant Chain in securities litigation arising out of its take-private acquisition. Defeated an attempt to enjoin the transaction in 2016, largely mooting the case. It was dismissed soon thereafter.

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

 Matt’s recent representative matters include:

• 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.
• Representing Wynn Resorts and its affiliates in a lawsuit alleging RICO and state consumer protection violations in connection with Massachusetts’ only gaming license. Won dismissal in 2019. Pending appeal.
• 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

Matt’s recent representative matters include:

• Representing Blackstone and a number of its affiliates in multi-jurisdictional litigation and arbitration relating to ownership of commercial properties in Milan, Italy.
• Won a $16 million arbitration decision in 2020 in favor of an international medical device company in a purchase price dispute.
• Representing a Fortune 500 pharmaceutical company and its subsidiary in an ICC arbitration alleging breach of a collaboration agreement for a cancer therapy.
• Representing a healthcare technology company in an AAA arbitration concerning an alleged breach of a services agreement.
• Representing a publicly-traded information technology services company in an ICPR arbitration involving hundreds of millions of dollars in alleged damages related to a spin-off transaction. A two-week trial occurred in 2020; awaiting verdict.
• Successfully resolved for a pharmaceutical company an AAA arbitration involving alleged breach of an earn-out provision. Following discovery and mediation, the case settled on a confidential basis.
• Represented a media company as respondent in an 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 a 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 a rail company in a purchase price dispute. After briefing and hearing, the arbitrator ruled in favor of client en toto.
• 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 a baseball-style arbitration involving breach of contract claims. After hearing on the merits, arbitrators ruled in client’s favor on all claims.