Notable Experience

Corporate Litigation in Delaware's Court of Chancery

  • Representation of Axcelis Technologies Inc. in defense of action alleging wrongdoing in connection with a board of directors decision made pursuant to a Pfizer-style corporate governance policy granting board discretion to accept or reject resignations of directors who do not obtain a majority vote City of Westland Police & Fire System Retirement System v. Axcelis Technologies, Inc.
  • Representation of buyer-affiliates in an action alleging breach of "best efforts" obligations pursuant to a US$1.73 billion merger agreement Consolidated Custodians Int'l Ltd v. Millennium Gaming, et al.
  • Representation of a multibillion-dollar fund in an appraisal challenge to the sale of Golden Telecom to VimpelCom for US$4.3 billion Global GT L.P., et al., v. Golden Telecom Inc.
  • Representation of a multibillion-dollar fund in an appraisal challenge to the sale of Instinet to the Nasdaq Group Inc The Merger Fund et al. v. Instinet Group Inc.
  • Multiple class actions and derivative actions challenging mergers and/or sales of multimillion and multibillion-dollar corporations, including Murphy, et al., v. RCN Corp., ABRY Partners, LLC and Yankee Cable Acquisition LLC; Kahn, et al., v. LaserCard Corp., Assa Abloy Inc. and American Alligator Acquisition Corp; Twist Partners, et al. v. Penn Engineering & Manufacturing Corp, et al.; In re Telecommunications, Inc. Shareholders Litigation; In re LNR Property Shareholders Litigation; In re Talk America Shareholders Litigation; Shirley Simon v. Axcelis Technologies, Inc.; Auriga Capital v. Gatz Properties, et al.
  • Multiple actions for appraisal of stock under Section 262 of the Delaware General Corporation Law: In re: Appraisal of Transkaryotic Therapies, Inc.; Potts v. Milestone Properties, Inc.; 420 Energy Investment, Inc. v. Xplor Energy, Inc.; Dyad Partners LLC, et al. v. SinglePoint Financial, Inc.
  • Representation of the acquirer in an action alleging fraud and misrepresentation in an acquisition agreement Cobalt Operating LLC v. James Crystal Enterprises, LLC, et al.
  • Representation of former AIG executive in defense of breach of fiduciary duty claims. Fulco, et al., v. Cassano, et al.
  • Action involving efforts to break a multibillion-dollar merger agreement In re IBP/Tyson Shareholders Litigation
  • Representation of a special purpose acquisition company (SPAC) in an action under Section 225(b) of the Delaware General Corporation Law challenging the outcome of a stockholder vote to acquire PharmAthene, Inc. Kinley v. Healthcare Acquisition Corp.
  • Multiple representations in actions involving challenges to the constitution of boards of directors under Section 225 of the Delaware General Corporation Law. These include Alderstein v. Spectrumedix, et al.; Brandt v. CNS Response, Inc.; Forte Capital Partners LLC v. SmartVideo Technologies, Inc., et al.; Gloor v. iQuest Analytics, Inc.
  • Representation of Class B holders of seats on the Chicago Exchange challenging demutualization CBOT Holdings Inc. v. Chicago Options Exchange Inc.
  • Actions involving claims under Section 145 of the Delaware General Corporation Law for advancement and/or indemnification of attorney's fees and litigation expenses Duthie, et al., v. CorSolutions Medical, Inc., et al.; Theodore Weitz v. VXNL Int'l (ITXC) Corp., et al.; Kaung v. Cole National Corporation; Gentile v. SinglePoint Financial, Inc.
  • Actions involving claims under Section 220 of the Delaware General Corporation Law for books and records, such as Deephaven Risk Arb Trading v. UnitedGlobalCom, Inc.; City of Westland Police & Fire Retirement System v. Axcelis; Fletcher v. Chelatech, Inc.; Escalon Medical Corp. v. IntraLase Corp.; Novastaar Investments LLC v. Staar Surgical Company; and H. H. Haight v. Saraide, Inc.
  • Defense of action alleging breach of fiduciary duty and breach of contract arising out of extinguishment of warrants in a merger Epic SMU LLC v. St. Mathews University, Inc.
  • Action involving interpretation of bylaws and charter provisions, such as Blue Chip Capital Fund II Limited Partnership, et al., v. HCS Infusion Services, Inc.; Aspen Aerogels, Inc. v. Cabot Corporation; and American Legacy Foundation v. Lorillard Tobacco Company
  • Actions under Section 211 of the Delaware General Corporation Law governing the holding of shareholder meetings. CNS Response, Inc. v. Brandt; Rudy v. American Film Technologies, Inc.
  • Defense of actions alleging self-dealing and other breaches of fiduciary duty in connection with acquisitions. In re National Auto Credit, Inc. Shareholders Litigation; Singer v. Dubreville and i2 Technologies, Inc.
  • Defense of action against current and former directors alleging various breaches of fiduciary duty and looting of company Gatz, et al. v. Ponsoldt, Sr., Regency Affiliates, Inc., et al.
  • Action involving allegations of self-dealing stock and bond transactions Gibralt Capital Corporation v. Drummond Financial Corporation, et al.
  • Action challenging change-in-control payment Little Switzerland, Inc. v. Hopper
  • Action involving application of Section 102(b)(7) of the Delaware General Corporation Law to abdication by directors in the sale of a company's "crown jewel" Gaylord, et al. v. Ingersoll International, Inc., et al.; In re Women First Healthcare, Inc.
  • Action involving a publicly traded national cable company over interpretation of limited partnership agreement and rights and obligations with regard to purchase and sale of interest in partnership Cablevisions Systems Corporation, Inc. v. Comcast Corporation, et al.
  • Actions involving disputes over management of partnerships, such as LJM2 Co-Investment, L.P. v. LJM2 Capital Management, L.P. v. Partnership Services, LLC, et al.
  • Action involving allegations of excessive compensation to a chairman and CEO Nadaf v. Computer Concepts Corp., et al.
  • Battle for control action and challenge to loan transactions and stock options issued to a chairman and CEO Nassar, et al. v. American Film Technologies, Inc., et al.
  • Action challenging calculation of certain earnouts in acquisition agreement LaPointe, et al. v. AmerisourceBergen Corporation
  • Class-action challenging issuance of new class and series of stock Feldman v. Donegal Group, Inc., et al.
  • Action by parent corporation against certain officers and directors of subsidiary for fraud and mismanagement. Netwolves Corporation v. TSG Global, Inc., et al.
  • Actions involving requests for dissolution under Sections 273-276 of the Delaware General Corporation Law, Section 18-108 of the Limited Liability Company Act and similar provisions FCR, LLC v. G R Technology, Inc., et al.; In re TKP, Inc.
  • Action involving claim for redemption of preferred stock Goodwin v. Advanced Medical, Inc., et al.
  • Action involving claim by former chairman, CEO and controlling stockholder alleging dilution via bridge loans and reverse-stock split Goldman v. Pogo.com, Inc., et al.
  • Appeals from rulings by state securities commission, such as Division of Securities v. Simon Securities, et al.
  • Action involving interpretation and rights under employment contract, and specific performance of same Bali v. Christiana Care Health Services
  • Action seeking temporary restraining order against former general counsel Cross Country Bank v. Marino
  • Actions to compel transfer of control block of stock, such as In re Pacificap Pacific Rim F.I., LLC, Red Mountain Holdings, Ltd. v. Stout Partnership and G&G Investments, Inc. v. Anchor Glass Container Corporation
  • Action seeking injunction for violation of prohibition on commercial use of exclusive professional title DAPE v. ESD, Inc.
  • Actions for specific performance and tortuous interference with contractual relations, such as Nilex Corporation v. US Wick Drain, Inc.
  • Action challenging election process of quasi-state/professional board Mirzakhalili, et al. v. Chagnon, et al.
  • Action for enforcement of exclusive worldwide sales agreement and violation of trade secrets Macro Management Corporation v. Aerobotics International, Inc., et al.
  • Action challenging settlement of derivative litigation purporting to release substantial securities claims held by institutional investors In re IBP/Tyson Shareholders Litigation

Commercial Litigation in State and Federal Courts and Administrative Fora

  • Representation of a chief financial officer in a securities class action In re Optionable, Inc.
  • Defense of action on behalf of several of the world's largest chemical manufacturers and suppliers alleging a 40-year industry-wide conspiracy related to manufacture, sale and use of vinyl chloride Sanzone v. Conoco, et al.
  • Lead counsel representation for institutional investors in securities class action arising out of fraudulent efforts to break a multibillion-dollar merger agreement In re Tyson Foods, Inc. Securities Litigation
  • Action brought directly by an airline against former directors and officers for breach of fiduciary duty Tower Air, Inc. v. Nachtomi, et al.
  • Action by a multibillion-dollar credit card bank asserting RICO claims against an Internet provider and one of the country’s largest financial institutions for manipulation of Visa interchange Cross Country Bank v. AOL and First USA
  • Action alleging breach of acquisition agreement Rohn Industries, Inc. v. Platinum Equity, Inc., et al.
  • Action by consumers in a class action against a multibillion-dollar pharmaceutical and family product corporation seeking US$1 billion in damages for fraud in the marketing and sale of an eye care product Kropinski, et al. v. Johnson & Johnson, Inc.
  • Class actions against multibillion-dollar credit card banks challenging fees and other charges, including Cutshall v. Cross Country Bank and Shank v. Cross Country Bank
  • Actions against brokers and investment advisors; court proceedings, NASD arbitrations, and state administrative enforcement proceedings Sisson v. Merrill Lynch Pierce Fenner & Smith, et al.
  • Action involving validity of license and assignment of certain patents Amkor Technology Inc. v. Motorola, Inc.
  • Actions involving CGL insurers in major insurance coverage appellate matters, such as Hercules Incorporated v. AIU Insurance Company, et al.
  • Action by a senior executive to enforce a compensation agreement Cunningham v. Consolidated Hydro, Inc., et al.
  • Actions against credit card banks for alleged violation of Fair Debt Collection Practices Act, such as Ginsback v. Cross Country Bank
  • Multiple adversary proceeding arising out of pending bankruptcy actions, such as Hechinger Industries, Inc. v. Chase Manhattan Bank, et al. and Marvel Entertainment Group, Inc. v. Fox Group, Inc.
  • Actions alleging violations of U.C.C., such as Zapata Envases, S.A. de C.V. v. Milacron, Inc.