Appraisal
- 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. Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd. (Del.).
- Co-lead counsel for Dell in a motion that disqualified shares held by mutual funds seeking appraisal because their proxy advisory firm voted for the underlying transaction. In a prior opinion, the Court of Chancery held that investment funds that were beneficial owners of Dell stock lost their appraisal rights when their shares were involuntarily retitled in the names of their custodial banks' nominees, because the funds did not continuously hold the shares as stockholders of record from the date of the demand for appraisal through the effective date of the merger. In re Appraisal of Dell Inc. (Del.).
- Lead counsel for a former preferred stockholder in action seeking appraisal of its shares. GII Apttus Investments, Ltd. v. Apttus Corp. (Del. Ch.).
Fiduciary Duty Litigation
- 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. In re Dell Tech. Inc. Class V S’holders Litig. (Del. Ch.).
- Represented Dell Technologies and Michael Dell in actions alleging breach of fiduciary duty arising out of Pivotal Software’s $2.7 billion sale to VMware. In the California action, the U.S. Supreme Court granted certiorari to resolve whether the Private Securities Litigation Reform Act’s mandatory stay of discovery applied to claims brought in state court under the Securities Act of 1933. In re Pivotal Software Inc. S’holders Litig. (Del. Ch.); In re Pivotal Software Inc. Secs. Litig. (San Francisco County Super. Ct.).
- Represented Dell Inc. in an action alleging both direct and derivative claims arising out the alleged impact of Dell’s purchase of EMC Corporation on the common stock of VMware, which as a result of the acquisition, was 81 percent owned by Dell. Ford v. VMware, Inc. (Del. Ch.).
Corporate Governance
- Lead counsel for a board member and major stockholder in an action that established a director’s right to inspect corporate books and records under Nevada law, where the underlying action sought books and records regarding a $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. Okada v. Wynn Resorts, Ltd. (Clark County Nev. Super. Ct.).
- Lead counsel representing a Brazilian company in an investigation into an alleged scheme by a United States subsidiary to secretly overcharge customers. Assisted in the post-remediation sale of the subsidiary.
M&A Litigation
- 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. High River LP v. Dell Tech. Inc. (Del. Ch.).
- 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 $67 billion acquisition of EMC Corporation. Dell/EMC Merger Litigation. (D. Mass, Mass. Super. Ct., Del. Ch.).