We represented Alberto-Culver and its directors in litigation arising out of the company’s sale to Unilever NV. The class action complaint, filed in Delaware Chancery Court, sought an injunction against the proposed transaction. Following expedited discovery and briefing on a motion for preliminary injunction, the matter was settled on favorable terms.
We represented Allscripts in litigation relating to its acquisition of Eclipsys Corporation. The lawsuits, filed in multiple Georgia state courts, variously alleged inadequate price, challenged the parties’ joint disclosures and sought an injunction against the Eclipsys shareholder meeting. Following briefing on motions to dismiss, for expedited discovery and for a preliminary injunction, the Georgia Superior Court dismissed the lead action with prejudice. On appeal, the Georgia Court of Appeals denied motions for expedited appeal and for an injunction pending appeal. The appeals were later dismissed.
We represented Bayer Healthcare in litigation arising out of Bayer’s acquisition of Conceptus, Inc. Cases were filed in Delaware Chancery Court and California State Court in Santa Clara County. Following a failed attempt by the Delaware plaintiff to obtain expedited discovery and block the acquisition, the cases were voluntarily dismissed. There were also appraisal actions filed Delaware Chancery Court that Bayer settled on favorable terms.
We represented Biolase, Inc. in contested proxy litigation in the Delaware Chancery Court. The company’s former CEO challenged the decision not to recommend the former CEO for election to the board, as well as claims involving a competing slate of directors. Following a hearing on a motion for expedition and expedited discovery, the lawsuit was withdrawn.
We represented a large private equity investor in litigation arising from its participation in the buyout of BMC Software. The case, which involved actions brought in Delaware and Texas, included claims of aiding and abetting breaches of fiduciary duty by the target company’s board. After expedited discovery, the matter was resolved favorably and the transaction was approved by the target’s shareholders.
We represent EPL Oil & Gas, Inc. in defense of shareholder litigation in the Delaware Chancery Court challenging the acquisition of EPL by Energy XXI.
We represented Exelon in its hostile bid for NRG Energy, Inc. In connection with that engagement, the firm represented Exelon in its action against NRG and NRG’s board of directors in Delaware state court alleging breaches of fiduciary duty and unlawful defensive measures. The firm also represented Exelon in defense of a suit brought by NRG in the Southern District of New York alleging violations of the Williams Act in connection with the hostile tender offer. Following the dismissal of a number of NRG’s allegations, the SDNY case proceeded to trial on an expedited basis, and Exelon defeated all of NRG’s claims.
We represented FLIR Systems in connection with its acquisition of ICx. Actions were filed in Delaware Chancery Court as well as federal court in Virginia alleging that ICx’s board of directors breached their fiduciary duties and that FLIR Systems aided and abetted those breaches. The litigation was settled on favorable terms and the transaction closed.
We won an arbitration award of $533 million in earn-outs owed to the former shareholders of Harmonix Music Systems, Inc. As counsel to the Shareholders’ Representative, we brought the claim against the buyer, who had argued that no earn-outs were due. We successfully defended this arbitration award in the Court of Chancery and the Supreme Court of Delaware.
We represented Magma Design Automation, Inc. and its directors in lawsuits filed in Delaware Chancery Court and California State Court, Santa Clara County, challenging the sale of Magma to Synopsis, Inc. The matter was settled with enhanced disclosures allowing the acquisition to close in a timely fashion.
We represented Pulte Homes in several shareholder lawsuits challenging Pulte’s acquisition of Centex Corporation. Five cases were filed in Texas state court, and one case was filed in Nevada state court. Following a favorable settlement, the transaction closed.
We currently represent Sigma-Aldrich and its directors in shareholder litigation brought in the Delaware Chancery Court and the Circuit Court of the City of St. Louis, Missouri, involving challenges to the acquisition of Sigma-Aldrich by Merck KGaA.
We represented The Stilwell Group, an investment fund advisor, and Spencer L. Schneider, a director candidate, in connection with a director contest and quo warranto proceedings in Washington state court arising from a contested director election at a federally chartered bank in Seattle, Washington. The matter was favorably settled after being scheduled for trial on the merits following expedited discovery and a cross summary judgment hearing.
We represented a life sciences company, TomoTherapy, and its board of directors in connection with litigation arising out of its merger transaction with Accuray, Incorporated. After the merger was announced, plaintiffs filed five class action lawsuits in Wisconsin state court alleging that TomoTherapy’s directors breached their fiduciary duties by agreeing to sell the company for an inadequate price and with coercive deal protection terms. The complaints also alleged that the company had made misleading and incomplete disclosures in the proxy statement. Following limited expedited discovery, briefing and oral argument on TomoTherapy’s motion to dismiss, the court dismissed the consolidated amended complaint and permitted the shareholder vote to proceed. Following an affirmative vote of the shareholders the merger was closed.
We represented United Fire & Casualty Company in connection with its acquisition of Mercer Insurance Company, Inc. Actions were filed in New Jersey state court alleging that Mercer’s board of directors breached their fiduciary duties, and that United Fire and Mercer aided and abetted those breaches. After a favorable settlement, the transaction closed.
We represented Walgreen in litigation arising out of its acquisition of drugstore.com. Class action complaints were filed by drugstore.com stockholders in Washington state and Delaware courts seeking to enjoin the proposed transaction. Following expedited briefing, a hearing on the preliminary injunction was set in Delaware. Following expedited discovery, the matter was settled favorably.
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