Fiduciary Duty Litigation
- In re Dell Technologies Inc. Class V Stockholders Litigation, No. 2018-0816 (Del. Ch.). Co-lead counsel for company-affiliated directors in an action alleging breach of fiduciary duty in connection with Dell Technologies’ multibillion-dollar exchange of its Class V stock for cash and shares of its Class C stock.
- Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd., 177 A.3d 1 (Del. 2017). Co-lead counsel for Dell in one of the largest appraisal cases ever tried in Delaware, concerning the value of Dell Inc. stock on the date the going-private transaction closed. The Delaware Supreme Court, in a precedent-setting opinion, held that when a management buyout was conducted according to an exemplary process, the deal price deserved heavy, if not dispositive, weight.
- Okada v. Wynn Resorts, Ltd., No. A-12-654-522-B (Clark County Nev. Super. Ct, filed Jan. 11, 2012). Represented a board member and major stockholder in action that established a director’s right to inspect corporate books and records under Nevada law, in action seeking books and records regarding $135 million donation to the University of Macau Development Foundation. Represented the board member in connection with a number of matters, including a proxy contest where the board member sought to nominate independent directors to the Wynn Resorts board of directors.
- High River LP v. Dell Tech., No, 2018-0790 (Del. Ch. Nov. 15, 2018). Co-lead counsel for Dell Technologies in an expedited action brought by a group of funds affiliated with investor Carl Icahn seeking disclosure of books and records pursuant to Delaware Code section 220, as part of a proxy contest against Dell’s proposed exchange of Class V common stock for cash and Class C common stock. Icahn withdrew the action and terminated the proxy contest.
- Dell/EMC Merger Litigation – Co-lead counsel for Dell Inc. and its affiliates in connection with litigation in state and federal courts in Massachusetts, and Delaware Chancery Court, arising out of Dell’s proposed $67 billion acquisition of EMC Corporation.
- In re Dell Inc. Shareholder Litigation, C.A. No. 8329-CS (Del Ch. filed Feb. 6, 2013); Nelson v. Dell Inc., No. D-1-GN-13-220 (Travis Co. Tex. Dist. Ct. filed Jan. 13, 2013); Van Buiten v. Dell Inc., No 4:13-cv-1585 (S.D. Tex. filed May 30, 2013). Represented Dell Inc. in connection with stockholder challenges to the proposed going-private transaction.
- New Frontier Media, Inc. v. Longkloof Ltd., No. 1:12-CV-01417 (D. Colo. May 31, 2012). Represent special committee of New Frontier Media, Inc., a leading provider of transactional television services and distributor of independent general motion picture entertainment. The committee is conducting a review of strategic alternatives, including the possible sale of the company. During the review, a group holding 15.9 percent of the issuer’s stock made an unsolicited offer to purchase the company, and launched a proxy contest to replace four of the six directors. New Frontier sued the members of the group, alleging that they violated Section 13(d) of the Securities Exchange Act of 1934 by not properly reporting their identity and activities as a group. The suit also alleged that the notice of director nominations failed to comply with the advance notice of nomination requirements contained in the New Frontier’s Amended and Restated Bylaws. The matter settled with an agreement by the group to end their proxy contest and participate in the process established by the special committee.
- Zilberberg v. Abbe, No. RG12623460 (Alameda County Super Ct., Consol. Apr. 19, 2012), and In re Opnext, Inc. S’holders Litig., Consol. C.A. No. 7400-VCL (Del. Ch., Consol. Apr. 16, 2012). Represent Oclaro, Inc. in litigation challenging the merger between Oclaro and Opnext, Inc. The transaction successfully closed.
- In re Monterey Gourmet Foods Merger Lit., No. M101914 (Monterey County Super. Ct. filed Nov. 12, 2009), and Carrazza v. Monterey Gourmet Foods, Inc., No. CA 4992-CC (Del. Ch. filed Oct. 14, 2009). Defended Monterey Gourmet Foods in actions seeking to enjoin its acquisition by Pulmuone USA, Inc. The transaction closed, and the matter settled on favorable terms.
- In re Bell Microproducts Inc. S'holder Litig., Case No. 1-10-CV-171341 (Santa Clara County Super. Ct. filed Mar. 30, 2010). Defended Bell Microproducts in an action seeking to enjoin its acquisition by Avnet. The transaction closed, and the matter settled on favorable terms.
- McCune v. Barbarossa, No. RG 09434156 (Alameda County Super. Ct. filed Feb. 3, 2009). Defended Bookham, Inc. in an action seeking to enjoin its merger with Avanex, Inc. The transaction closed, and the matter settled on nominal terms with the individual plaintiffs, after the Superior Court refused to certify a class.
- McMichael v. Tarrant Apparel Group, No. BC412320 (L.A. County Super. Ct. filed Apr. 22, 2009). Defended management and inside directors in an action seeking to enjoin a going-private transaction. The transaction closed, and the matter settled on favorable terms, after plaintiffs were convinced to withdraw a motion for expedited discovery.