M&A Litigation

HControl Holdings LLC, et al. v. Antin Infrastructure Partners S.A.S., et al. (Del. Ch.)

Represented Antin Infrastructure Partners S.A.S. in litigation arising out of Antin's decision to terminate its acquisition of OpticalTel based on sellers’ several uncured breaches. Following an expedited bench trial, Kirkland secured judgment in favor of Antin. The court held that OpticalTel breached the merger agreement, rendering Antin's termination valid. Motion for new trial defeated.

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. Kirkland achieved full dismissal of the New York case and partial dismissal of the Delaware case.

Greenlun, et al. v. Chico's FAS, Inc., et al. (Fla. Cir. Ct.)

Represented Chico’s FAS, Inc. in purported shareholder class action arising from Sycamore's $1 billion take-private acquisition of Chico's FAS, a fashion company. Kirkland won full dismissal.

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 $283 million acquisition of NCI.

Oklahoma Law Enforcement Retirement System, et al. v. Goldsmith, et al. (Del. Ch.)

Obtained the complete dismissal of claims for breach of fiduciary duty against Thoma Bravo, Instructure, and certain of Instructure’s directors and officers in connection with Thoma Bravo’s $2 billion take-private acquisition of education software company Instructure. In what has become a relative rarity for post-closing Revlon cases informed by Section 220 discovery, the court granted Kirkland’s motion in full and adopted nearly all of Kirkland’s arguments in the process.

Strategic Investment Opportunities LLC v. Lee Enterprises, Inc., et al. (Del. Ch.).

Represented Lee Enterprises and certain of its officers and directors in the successful defense of proxy contest by hostile bidder Alden Global Capital. Kirkland won a complete verdict for Lee following an expedited trial upholding Lee’s enforcement of advance notice bylaw. Kirkland also defeated Alden’s subsequent expedited request to enjoin Lee’s annual meeting in a lawsuit filed two days after the initial verdict. Lee Enterprises announced the preliminary vote results of its 2022 annual meeting of shareholders at which shareholders overwhelmingly voted to re-elect each of the company’s nominees to the Lee board of directors. The vote represented a resounding rejection of Alden’s multiple efforts to destabilize Lee.

NortonLifeLock Inc. Merger with Avast - Deal Litigation

NortonLifeLock and its board of directors, defended in shareholder litigation stemming from its $25 billion combination with Avast. The deal closed and the cases were dismissed.

Primexx Energy Opportunity Fund, LP, et al. v. Primexx Energy Corporation, et al. (Tex. Bus. Ct.)

Represented Primexx Energy Corporation in litigation arising out of a limited partner’s exercise of a customary drag-along right to cause the sale of Primexx to Callon Petroleum Company. Kirkland secured first-ever merits decision from the Texas Business Court, to win dismissal of $200m fiduciary duty and contract claims. The Court held fiduciary duties may be limited by contract and that it would not alter sophisticated parties’ negotiated rights, emphasizing Texas’s strong policy of freedom of contract. Following the court’s grant of summary judgment, the plaintiffs voluntarily dismissed all remaining claims against the defendants, and the Texas Business Court entered final judgment. The historic ruling caps a series of firsts that Kirkland achieved in the Texas Business Court: the first oral argument on a dispositive motion, the first merits-based decision and now the first final judgment.

Vista Acquisition of EngageSmart - Deal Litigation (Del. Ch.)

Representing Vista Equity Partners on the $4 billion take-private acquisition of customer engagement software and integrated payments solutions provider EngageSmart and related litigation. Kirkland successfully convinced plaintiff to pull motion for preliminary injunction, allowing deal to close.

Genesee County Employees' Retirement System v. Vista Equity Partners Management, LLC, et al. (Del. Ch.)

Representing Vista Equity Partners, certain of its affiliates and Cvent Holding Corp.'s directors and CEO, in stockholder class action litigation regarding Vista’s $4.6 billion sale of Cvent.

Michigan Electrical Employees' Pension Fund, et al. v. Vista Equity Partners Management, LLC, et al. (Del. Ch.)

Representing Vista Equity Partners in putative class action litigation arising out of PowerSchool Holdings Inc. $5.6 billion sale to Bain Capital Private Equity.