Prosecuting Stockholder Actions
The firm represents individuals and institutions in prosecuting a wide variety of stockholder actions, such as access to corporate books and records, election disputes, dissolution actions, appraisal and valuation disputes, and corporate control litigation, including hostile acquisitions and proxy fights.We represent stockholder plaintiffs on an hourly basis and, in select situations, on a contingent basis. We only undertake a contingent stockholder representation if the firm will have a lead role in devising and implementing litigation strategy. Some of our contingent representations in the Court of Chancery are listed below:
Kurz v. Holbrook
On eve of preliminary injunction hearing, and in the midst of a consent solicitation, defendants rescinded transaction that conferred 28% voting power and other rights on preferred stockholder.
San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc.
Obtained judgment that debt acceleration provision in indenture triggered by a change in the composition of the board of directors (a “proxy put”) can be disabled through board approval of stockholder nominees that board is not recommending for election; obtained waiver of proxy put in credit agreement that could not be disabled by the board of directors.
In re Yahoo! Inc. Shareholders Litigation
Settled class action litigation challenging Board's response to merger proposal from Microsoft Corporation by obtaining comprehensive changes to Yahoo's Change In Control Employee Severance Plans. Chancellor Chandler found that the settlement “amounted to a substantial benefit to Yahoo's shareholders because the key terms of the settlement made it less expensive to sell Yahoo, making the company a more attractive target to potential suitors.”
Walker v. American International Group, Inc.
Obtained public commitment that AIG would obtain the consent of common stockholders prior to converting into common stock the Series C Preferred Stock that had been issued for the benefit of the U.S. Treasury in the original bailout of AIG.
In re Chaparral Resources, Inc. Shareholders Litigation
Obtained settlement of $41 million (45% above merger price) after trial in shareholder class action against Lukoil. Successfully intervened on behalf of a group of individual investors at outset of litigation. Vice Chancellor Lamb stated: “I think the performance was outstanding, and frankly, without the efforts of counsel, nothing would have been achieved. The class would have gotten zero. I don't think that can be more clear.”
Minneapolis Firefighters' Relief Ass'n v. Ceridian Corp.
Settled expedited litigation on terms that allowed a disappointed bidder to submit a new bid, broadened superior proposal definition, and eliminated “election walkaway” provision in merger agreement. Chancellor Chandler described the settlement as “a fairly remarkable achievement and a very successful achievement” by “serious lawyers, seriously litigating some rather interesting and novel claims.”
Hollinger International, Inc. v. Black
Represented Tweedy, Browne Company LLC in its landmark efforts to investigate, challenge, and force dramatic reform of the "corporate kleptocracy" at Hollinger International, Inc.
In re Prime Hospitality, Inc. Shareholders' Litigation
Successfully objected to proposed class action settlement that would release Revlon claim in exchange for supplemental disclosures, was subsequently appointed Delaware counsel to the class, and settled the case for $25 million. Chancellor Chandler described the successful objection to the initial settlement as "quite an achievement" and described the ultimate settlement as an "outstanding benefit" to the class.
In re PeopleSoft, Inc. Shareholder Litigation
Successfully objected to proposed compromise of class claims arising from takeover defenses by PeopleSoft, Inc. to thwart an acquisition by Oracle Corp.
Berger v. Ford
Recovered $13.4 million in a settlement of a shareholder derivative demand regarding the allocation of IPO shares to William Clay Ford, Jr. Settlement amount approximated first-day unrealized gains plus pre-judgment interest.
Joseph v. Heisley
Co-lead counsel in shareholder derivative action challenging repurchase of control block in WorldPort Communications, Inc. The case settled after trial on terms that effected acquisition of the public stockholders' interests at 38% above market price.
In re TeleCorp PCS Inc. Shareholders Litigation
Lead counsel in shareholder class action that settled shortly before trial for $47.5 million, one of the largest settlements in the history of the Court of Chancery. Vice Chancellor Strine described the settlement as a "very, very, high quality result" in a case "very complexly, aggressively defended, ably litigated, efficiently litigated."
In re Dairy Mart Convenience Stores, Inc.
Lead counsel in shareholder derivative action that settled after trial on terms that effected a change of control from insiders to the public stockholders. Chancellor Chandler described the firm's efforts as "truly an amazing performance" and "very well lawyered" and described counsel fees as "not only deserved; they were earned."
