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. In select situations, we represent stockholders 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.

Significant Monetary Recoveries
(over $700 Million in the Aggregate):

Class and Derivative Actions:

Laborers’ Local #231 Pension Fund v. Merrill Lynch, Pierce, Fenner & Smith Inc.
  • Obtained additional class settlement consideration of $28 million following assertion of aiding and abetting claim against financial advisor to the board of directors of Websense, Inc.

Virtus Capital L.P. v. Eastman Chemical Company
  • Class settlement two months before trial of $17.5 million, or $14.125 per share, for minority stockholders who had received $3.1 million, or $2.50 per share, in the challenged transaction.
  • Vice Chancellor Laster stated: “It’s hard to be understated about this recovery. This amounts to a 565 percent premium over what the common stock received in the merger…. [T]he representation provided by class counsel was … excellent.

In re Activision Blizzard, Inc. Stockholders Litigation
  • Derivative settlement on eve of trial of $275 million, by far the largest settlement in the history of the Court of Chancery and the largest cash derivative settlement in the country.
  • Vice Chancellor Laster stated: “Lead Counsel brought a particular blend of expertise, initiative, and ingenuity to the case. In my view, few litigation teams could have achieved this result against the determined, well-represented, and aggressive adversaries that Lead Counsel faced.”
  • Corporate governance reforms discussed below.

In re Rural/Metro Corporation Stockholders Litigation
  • Successfully objected to a proposed disclosure-only settlement.
  • Settled on eve of trial with Moelis & Company for $5 million and with director defendants for $6.6 million.
  • Successfully litigated the case through trial, final judgment, and appeal against sole non-settling defendant RBC Capital Markets LLC, and collected $97.8 million, the full amount of the judgment, based on a fair value determination 24% above the merger price.

In re Gardner Denver, Inc. Shareholders Litigation
  • Obtained settlement of $29 million and elimination of “Don’t Ask, Don’t Waive” standstill provisions in confidentiality agreements with prospective bidders.
  • Vice Chancellor Noble stated: “a $29 million cash settlement …, frankly, is an outstanding result…. When I first looked at the case, I concede that I did not expect plaintiff to recover anything along the lines of the cash settlement presented today. Recoveries of this size don’t just happen. The lawyers took a case and made something of it….. The litigation was not easy. Some of it may be fairly characterized as novel.

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.

In re Prime Hospitality, Inc. Shareholders' Litigation
  • Successfully objected to a proposed disclosure-only settlement
  • Subsequently 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.

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
  • settled shortly before trial for $47.5 million, one of the largest settlements in the history of the Court of Chancery.
  • Then-Vice Chancellor Strine described the settlement as a “very, very, high quality result” in a case “very complexly, aggressively defended, ably litigated, efficiently litigated.

Appraisal Actions:

Virtus Capital L.P. v. Sterling Chemicals, Inc.
    Settlement of appraisal case converted to class action. Recovery for appraisal shares estimated to be 597% premium above merger price.

Merion Capital LP et al. v. Safeway Inc.
    Obtained appraisal settlement, as reported in The Wall Street Journal, of approximately $102.8 million representing 26% premium above merger price.

Merion Capital LP v. Emergency Medical Services Corp.
    Obtained appraisal settlement, as reported in SEC filings, of approximately $13.7 million representing 35% premium above merger price.

Significant Corporate Governance Benefits:

In re VAALCO Energy, Inc. Consolidated Stockholder Litigation
    In expedited litigation during a pending consent solicitation, obtained partial summary judgment invalidating charter and bylaw provisions that purported to prevent stockholder removal without cause of directors of an unstaggered board.

In re Activision Blizzard, Inc. Stockholders Litigation
    As part of settlement on eve of trial, CEO Robert Kotick, Chairman Brian Kelly and entities they control agreed to expand Activision’s Board by two spots to be filled by persons independent of and unaffiliated with them (thereby making independent, unaffiliated directors a Board majority) and agreed to reduce their voting power from 24.9% to 19.9%.

Arris Group, Inc
B/E Aerospace, Inc.
Healthways, Inc.
Joy Global Inc.
MGM Resorts International
Microsemi, Inc.
Patterson-UTI Energy, Inc.
QEP Resources, Inc.

    In breach of fiduciary duty litigation involving each of the above companies and their bank lenders, the firm obtained elimination in each company’s credit agreement of a “Dead Hand Proxy Put” – an acceleration provision triggered by the election of a new board majority nominated by dissident stockholders.

Oklahoma Firefighters Pension & Retirement System v. Steven A. Davis
    Obtained elimination of supermajority bylaw provision that impeded potential consent solicitation to change control of board of directors of Bob Evans Farms, Inc.

Kurz v. Holbrook
  • Obtained rescission of transaction that conferred 28% voting power and other rights on preferred stockholder; obtained post-trial ruling upheld on appeal invalidating bylaw amendments that would have given preferred stockholder control over Board of Directors.
  • Chief Justice Steele stated: “As the Vice Chancellor found, this case presented complex and novel legal issues, made more difficult by the fact that plaintiff's counsel faced five large law firms and a rapidly evolving case. Counsel worked on a contingency basis, and the Vice Chancellor credited counsel's standing and ability. Finally, he found the benefits were sizeable: ‘This was a strong challenge brought to a challenge where there was . . . real evidence of loyalty breaches; and rescinding the transaction fundamentally changed the corporate governance landscape. ’”

San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc.
  • Obtained relief from acceleration provisions in debt instruments triggered by a change in the composition of the board of directors.
  • Vice Chancellor Noble stated: ”Because of the fundamental importance to the shareholder franchise of having a choice of candidates for election to the board, significant and substantial benefits unquestionably accrued to Amylin's stockholders from this litigation.... This was a complex engagement. The quality of the work was excellent. The standing and ability of Plaintiff's Counsel cannot be questioned.

In re Yahoo! Inc. Shareholders Litigation
  • Obtained comprehensive changes to Yahoo’s Change In Control Employee Severance Plans, which were adopted in response to merger proposal from Microsoft Corporation.
  • 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.

Minneapolis Firefighters' Relief Ass'n v. Ceridian Corp.
  • Settled expedited litigation on terms that eliminated a “Don't Ask, Don't Waive” standstill with a disappointed bidder, 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 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.

In re Dairy Mart Convenience Stores, Inc.
  • 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.

Other Notable Stockholder Plaintiff Representations:

  • New York State Common Retirement Fund, in Section 220 litigation against Oracle Corporation and Qualcomm Incorporated to obtain books and records concerning political expenditures. Obtained books and records from Oracle Corporation. Obtained Qualcomm’s agreement to implement an industry-leading political spending disclosure policy
  • Third Point LLC, in connection with a Section 220 demand on Yahoo! Inc. that led to the resignation of Yahoo’s then-CEO
  • Pentwater Capital Management, LP, in settlement of advance notice bylaw litigation against Leap Wireless International, Inc., obtained the appointment of certain persons as new directors




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