M&A Litigation

In re Appraisal of Solera Holdings (Del. Ch.)

Secured a precedent-setting trial victory for Solera in which the court awarded the deal price less synergies in an appraisal involving a take-private by financial buyers.

Thomas v. Bergstrom et al. (Del. Ch.); Kraft v. Third Coast Midstream, LLC (S.D.N.Y.)

Defending ArcLight Capital Partners, one of its portfolio companies, and certain of its officers and directors in two putative class actions in New York and Delaware relating to ArcLight’s merger with American Midstream Partners. Won complete dismissal of the New York action in 2021 and obtained partial dismissal in 2020 of the Delaware suit.

Merion Capital LP v. BMC Software Inc. (Del. Ch.)

Secured a trial victory for Bain Capital, Golden Gate Capital and their portfolio company, BMC Software, in one of the largest appraisal actions ever brought by a single shareholder. The court held that “fair value” was equal to the merger price, entitling plaintiffs to zero damages.

Simon Property Group, Inc., et al. v. Taubman Centers, Inc., et al. (Mich. Cir. Ct.)

Defended the Special Committee of the Board of Directors of Taubman Centers in litigation related to the attempted termination by Simon Property Group of its $9.8 billion acquisition of Taubman. In 2020, the case settled on the eve of trial with the deal closing.

Firefighters’ Pension System of the City of Kansas City, MO, et al. v. Presidio, Inc., et al. (Del. Ch.)

Defending BC Partners in a putative shareholder class action arising out of its $2.1 billion acquisition of Presidio, Inc. Defeated plaintiffs’ preliminary injunction in 2019.

In re Essendant, Inc. Stockholder Litigation (Del. Ch.; Del.)

Defended Essendant, Inc., a number of its affiliates, its portfolio parent, Sycamore Partners, and Staples, Inc. in a consolidated putative shareholder class action arising from Essendant’s $1 billion acquisition by Staples. Won full dismissal with prejudice in 2019, an increasingly rare occurrence in Delaware shareholder litigation.

Genuine Parts Company v. Essendant Inc. (Del. Ch.)

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.

Lionbridge Technologies Litigation (D. Del.; 3d Cir.); English, et al. v. Narang, et al. (Del. Ch.; Del.)

Obtained back-to-back wins for H.I.G. Capital: securing summary judgment, affirmed on appeal, disposing of a post-closing class action arising from the take-private acquisition of Lionbridge; and dismissal, affirmed on appeal, of a putative class action arising from the $283M acquisition of NCI.

In re AbbVie, Inc. Section 220 Litigation (Del. Ch.)

Secured a rare books and record defense win for AbbVie in the Delaware Chancery Court relating to the nurse marketing program for its drug, Humira®.

In re Bemis Co. Securities Litigation (S.D.N.Y.)

Won complete dismissal in 2021 without leave to amend for Amcor Ltd. and Bemis Company of purported shareholder class action litigation arising out of Amcor’s $6.8 billion all-stock acquisition of Bemis. The case presented important pleading stage issues for merger-related litigation in federal courts. Related litigation filed in Missouri state court was dismissed.