Securities Litigation

Most companies with shareholders grapple with securities issues. Securities laws are complex and highly specialized, and lawsuits and regulatory actions alleging securities-based fraud or other misconduct can create unwanted adverse publicity and exposure to significant monetary or regulatory liability. You need seasoned professional advocates who can advise you on how to mitigate risk and defend you from any fallout when litigation is on the horizon. Our lawyers’ successes have been recognized across the country by many sources, including The Best Lawyers in America and Chambers USA. The group is one of only two firms in the Southeast to have a Chambers USA Band 1 ranking in Securities Litigation (Georgia). 

Alston & Bird’s securities litigators know the breadth of securities actions and can help you properly address challenges in securities class actions, derivative litigation, M&A deal litigation, regulatory investigations, appraisal actions, D&O claims against management and board members, and other transaction-based litigation. Our lawyers have a long history of working collaboratively with in-house teams and serving as an adjunct to your existing legal department. We provide clear and pragmatic advice to communicate to your key stakeholders.
We have a strong trial track record and are not afraid to try a case. That said, clients do not always want a lengthy public courtroom fight, and we have a strong record of securing early dismissals and favorable settlements. 

Regardless of industry, Alston & Bird’s Securities Litigation Group is a resource that leaders of public companies rely on for their most important securities issues, whether on immediately pressing matters or long and difficult securities disputes. We have advised clients in billions of dollars’ worth of M&A deals and have never had a deal blocked or delayed. Our pre-trial dismissal rate in securities litigation is well above the national average. We help our clients develop effective strategies that can head off potential challenges and see cases all the way through to the courtroom when disputes cannot be avoided.

The following are representative case work done on behalf of clients of the Securities Litigation Group:
 
Appraisal Actions
Securities Class Actions
Derivative Actions
Additional Breach of Fiduciary Duty Cases
Banking Litigation
Mergers & Acquisitions Cases
Investigations

We have had the opportunity to represent numerous Fortune 100 and 500 companies in securities class actions, merger litigation, and derivative suits. Our clients include companies such as Dell Inc., Coca-Cola Enterprises, Georgia-Pacific, Starbucks, Verizon Communications, and The Home Depot. 

Our dismissal rate in securities class actions exceeds the national average and we have successfully defended these dismissals all the way to the U.S. Supreme Court. 

As reflected in our representative engagements described below, we have extensive experience litigating against the major Plaintiff’s firms who specialize in such suits, and our past cases have involved companies in a wide-variety of industries across different jurisdictions all over the country.

Appraisal Actions

• We represent Gulf Islamic Investments in an appraisal proceeding in Delaware Chancery Court arising out of the acquisition of Apttus Corporation, a privately held, multi-billion dollar quote-to-cash software company by a private equity firm.  The matter is pending in Delaware Chancery Court.
• We represented Dell Inc. in an action brought by former stockholders seeking judicial appraisal of 37.5 million shares of Dell stock, after the company went private in a transaction valued at roughly $24.8 billion. This was one of the largest appraisal proceedings ever filed in Delaware Chancery Court, with petitioners seeking an additional $593 million over and above the merger price for their holdings. After a trial and appeal, the Delaware Supreme Court agreed with Dell’s argument and held in a landmark ruling that the merger price will generally be entitled to significant, if not dispositive, weight in an appraisal action involving the sale of a public company pursuant to an open, competitive, and arm’s-length bidding process, regardless of whether the buyer is a financial or strategic bidder. 

Securities Class Actions

• We represent Mohawk Industries, Inc. in a putative shareholder class action filed in the District Court for the Northern District of Georgia, alleging that defendants made materially false and misleading statements related to improper revenue recognition, intentional overproduction, and improper inventory valuation. 
• We represent Astec Industries, Inc. and certain of its former officers in a putative shareholder securities class action filed in the District Court for the Eastern District of Tennessee. The shareholder complaint generally alleges that the Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act in connection with statements related to the company’s wood pellet plant business.  The court granted our motion to dismiss with prejudice.  City of Taylor General Employees Retirement System v. Astec Industries, et al., No. 1:19-CV-00024-CEA-CHS, 2021 U.S. Dist. LEXIS 31343 (E.D. Tenn. Feb. 19, 2021).
• We represent HF Foods Group Inc. and certain of its present and former officers and directors in a consolidated putative shareholder securities class action filed in the District Court for the Central District of California.  The complaint generally alleges the Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act with respect to certain disclosed related party transactions and use of company funds.
• We represent Synchronoss Technologies’ former CFO as lead counsel in a putative shareholder securities class action pending in the District Court for the District of New Jersey.  The complaint generally alleges that the Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act in connection with statements regarding the company’s financial results. 
• We represent MiMedx Group, Inc. in a putative securities class action filed in the District Court for the Northern District of Georgia.  Plaintiff alleges that Defendants violated Section 10(b) and Section 20(a) of the Exchange Act related to statements regarding the company’s financial results.  The court granted our motion to dismiss in its entirety and entered a judgment in the company’s favor.
• We represent First Connecticut Bancorp, Inc. in a putative class action filed in Maryland federal court challenging its proposed $544 million merger with People’s United Financial, Inc., a bank holding company.  The court granted our motion for summary judgment and dismissed all claims against the Defendants.
• We represent Grand Canyon Education, Inc. and certain of its executive officers in a consolidated shareholder class action filed in the District Court for the District of Delaware.   The complaint alleges that the Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act in connection with statements related to the sale of a subsidiary. 
• We represented Dell Inc. and certain of its present and former officers in a putative shareholder class action alleging that the Defendants made false and misleading statements about the company's PC sales and PC demand. The complaint also alleged that "company insiders" sold Dell common stock during the class period and purportedly benefited from the allegedly inflated stock prices. The case was originally filed in the District Court for the Southern District of New York and was successfully transferred to the Western District of Texas. The parties reached a settlement favorable to the Defendants before trial.
• We represented Avanos Medical (formerly known as Halyard Health) and two of its former officers as lead counsel in a shareholder securities class action in the District Court for the Southern District of New York where the court granted our motion to dismiss.  Jackson v. Halyard Health Inc., et al., No. 16-CV-05093-LTS, 2018 U.S. Dist. LEXIS 54738 (S.D.N.Y. March 30, 2018).  The court subsequently denied the Plaintiff’s post-judgment motions, which was affirmed by the Second Circuit.  Jackson v. Avanos Med., Inc., et al., No. 16-CV-05093-LTS, 2019 U.S. Dist. LEXIS 55969 (S.D.N.Y. March 31, 2019), aff’d, 960 F.3d 94 (2d Cir. 2020).
• We represented SITO Mobile Ltd. (SITO), a mobile-based advertising company, and certain members of its board of directors in a securities class action filed in the District Court of New Jersey. The complaint alleged that SITO violated Sections 11 and 15 of the Securities Act and Sections 10(b) and 20(a) of the Exchange Act regarding statements the company made or omitted regarding the 2016 presidential election and its impact on revenue. The court dismissed Lead Plaintiffs’ Section 11 and 15 claims and shortened the class period with respect to the remaining Securities Act claims.  The parties negotiated a settlement favorable to the Defendants of $1.25 million, which was granted final approval by the District Court in April 2020.
• We represented the executives of Oceans Healthcare as lead counsel in a commercial dispute in the District Court for the Southern District of New York where the court granted our motion to dismiss.  Clark Marcus v. Stuart Archer, et al., No. 1:19-CV-7099-JO, 2020 U.S. Dist. LEXIS 152998 (S.D.N.Y. Aug. 24, 2020).
• We represented the former CEO of SCANA Corporation in a putative shareholder securities class action filed in the District Court for the District of South Carolina. The case settled on favorable terms to the Defendants.
• We represented LHC Group, Inc. in a putative class action filed in the District Court for the Western District of Kentucky challenging its proposed $2.4 billion merger with Almost Family, Inc.  The court denied Plaintiff’s motion for a preliminary injunction seeking to enjoin the merger vote, and granted our motion to dismiss in its entirety and entered judgment in our favor.
• We represented OFS Fitel, LLC, one of the defendants in a shareholder class action in the District Court for the District of Massachusetts. Plaintiffs alleged that OFS, a private company and selling shareholder in two public company stock offerings, violated Sections 11 and 12 of the Securities Act of 1933.  Following our filing of a persuasive motion to dismiss, plaintiffs amended the complaint and dropped their claims against OFS.
• We represented 3D Systems Corporation and three of its former officers in a consolidated putative shareholder securities class action filed in the District Court for the District of South Carolina. Plaintiffs alleged that the Defendants caused statements to be issued in violation of Sections 10(b) and 20(a) of the Securities Exchange Act. The parties reached a settlement favorable to the Defendants.
• We represented Babcock & Wilcox Enterprises, Inc. and certain of its officers in a putative securities class action filed in the District Court for the Western District of North Carolina. The complaint alleged that the company’s public statements were false and misleading because of the failure to disclose productivity and scheduling issues related to long-term, construction projects in the company’s Renewable segment. The parties reached a settlement favorable to the Defendants.
• We represented MiMedx Group, Inc. and certain of its officers in a putative securities class action filed in the District Court for the Southern District of New York. Plaintiffs alleged that Defendants made misleading statements about compliance with the law, which statements were shown to be false when the Office of Inspector General served a subpoena on MiMedx regarding the company’s sales practices. The case was dismissed by the Plaintiffs.
• We represented Xoom Corporation, a money transfer service acquired by PayPal in 2015, and certain of its present and former officers in a putative securities class action filed in California state court. The second amended complaint alleged that the Defendants caused false and misleading statements to be issued in Registration Statements relating to Xoom’s Initial Public Offering and Follow On Offering in violation of Sections 11 and 15 of the Securities Act regarding the effectiveness of the company’s internal financial controls after Xoom fell victim to an email scam resulting in a $30 million loss. Plaintiffs voluntarily dismissed their case with no payment by the company.
• We represented AmTrust Financial Services, Inc. and its CEO and CFO in a putative securities class action filed in the District Court for the Southern District of New York. The complaint alleged that the Defendants caused false and misleading statements to be issued in violation of Sections 10(b) and 20(a) of the Securities Exchange Act and Section 11 of the Securities Act. The complaint was based largely on a report by a short seller regarding, among other things, the company’s accounting for losses from its insurance operations. The court granted our motion to dismiss due to the Plaintiffs’ failure to plead any actionable misstatements, scienter, or loss causation. The Second Circuit Court of Appeals affirmed the decision. Harris v. AmTrust Fin. Servs., Inc., No. 14-CV-736 VEC, 2015 U.S. Dist. LEXIS 132051 (S.D.N.Y. Sept. 29, 2015), aff’d, 649 F. App’x 7 (2d Cir. May 16, 2016).
• We represented LHC Group, Inc. and one of its executives in a putative shareholder securities class action filed in the District Court for the Western District of Louisiana. The complaint alleged that false and misleading statements were issued in violation of Sections 10(b) and 20(a) of the Securities Exchange Act, and that the chairman/CEO also violated Section 20A of the Securities Exchange Act. The parties reached a settlement favorable to the Defendants.
• We represented MiMedx Group, Inc. and three of its officers in a consolidated securities class action filed in the District Court for the Northern District of Georgia. Plaintiffs generally alleged that Defendants made false and misleading statements regarding a product's regulation under Section 361 of the Public Health Service Act. The case was settled on terms favorable to the Defendants.
• We represented Keryx Biopharmaceuticals, Inc. and two of its officers in two putative shareholder securities class actions filed in the District Court for the Southern District of New York. Plaintiffs alleged that the Defendants made false and misleading statements regarding the results of drug trials that tested the efficacy of a cancer drug. The court granted our motion to dismiss. In re Keryx Biopharmaceuticals, Inc., Securities Litig., Nos. 13 Civ. 755 (KBF) and 13 Civ. 1307 (KBF), 2014 U.S. Dist. LEXIS 19138 (S.D.N.Y. Feb. 14, 2014).
• We represented Oclaro, Inc. and three of its officers in a putative securities class action filed in the District Court for the Northern District of California. The complaint alleged the Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act by issuing earnings guidance that purportedly misrepresented demand for the company's products. The case was settled on favorable terms.
• We represented Schweitzer-Mauduit International, Inc. and certain of its directors and officers in a putative securities class action filed in the District Court for the Northern District of Georgia. Plaintiff alleged that the company misled investors regarding its relationship with a large customer and claimed that the Defendants also made misstatements regarding the strength of its intellectual property portfolio. The court dismissed the complaint due to the Plaintiff’s failure to plead any actionable statements or scienter. Rather than attempt to re-plead, the Plaintiff voluntarily dismissed the claims with prejudice. City of Pontiac Gen. Emps. Ret. Sys. v. Schweitzer-Mauduit Int’l, Inc., 806 F. Supp. 2d 1267 (N.D. Ga. 2011).
• We represented Ebix, Inc. and two of its officers in two putative shareholder securities class actions filed in the District Courts for the Northern District of Georgia and the Southern District of New York. Plaintiffs alleged that the Defendants violated of Sections 10(b) and 20(a) of the Securities Exchange Act by making misrepresentations regarding accounts receivables, allowance for doubtful accounts, and foreign tax strategy.  The parties reached a settlement favorable to the Defendants.
• We represented Synovus Financial Corp. and certain of its officers and directors in a putative securities class action filed in the District Court for the Northern District of Georgia. The complaint alleged purported violations of Sections 10(b) and 20(a) of the Securities Exchange Act in connection with statements regarding a particular lending relationship and the exposure resulting from that relationship. The case was settled on terms favorable to the Defendants.
• We represented Sonoco Products Company and two of its officers in a shareholder securities class action filed in the District Court for the District of South Carolina. Plaintiff generally alleged that the Defendants issued misleading earnings guidance in violation of Sections 10(b) and 20(a) of the Securities Exchange Act. The parties reached a settlement favorable to the Defendants.
• We represented Healthways, Inc. and certain of its officers and directors in a putative securities class action filed in the District Court for the Middle District of Tennessee. The complaint alleged Defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act by issuing misleading earnings guidance that purportedly concealed that the company's core business was losing contracts and suffering from downward adjustments to billing rates. The case was settled on terms favorable to our clients.
• We represented Internap Network Services Corporation and its former CEO and CFO in a putative securities class action filed in the District Court for the Northern District of Georgia. The amended complaint alleged purported violations of Sections 10(b) and 20(a) of the Securities Exchange Act relating to alleged misrepresentations and omissions concerning the acquisition and integration of VitalStream Holdings, Inc. into Internap's CDN Services segment. The case was settled on terms favorable to our clients.
• We represented CheckFree Corporation and certain of its officers in a putative shareholder securities class action in the District Court for the Northern District of Georgia alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act. The complaint alleged that the company's statements regarding its earnings and projections were misleading because the company allegedly recognized revenue in violation of GAAP. Our motion to dismiss was granted without prejudice. Skubella v. CheckFree Corp., No. 1:07-CV-796-TWT, 2008 U.S. Dist. LEXIS 34518 (N.D. Ga. Apr. 25, 2008). Subsequently, the Plaintiff voluntarily dismissed all of its claims with prejudice.
• We represented Mirant Corporation and certain of its officers in several putative securities class actions filed in the District Courts for the Northern District of Georgia and the Northern District of California. Plaintiffs alleged that the Defendants caused false and misleading statements to be issued in violation of Sections 10(b) and 20(a) of the Securities Exchange Act and Sections 11 and 15 of the Securities Act. Plaintiffs claimed that the Defendants reaped illegal profits by artificially manipulating energy prices in California and materially overstated the company’s financial performance in violation of GAAP.  The court dismissed Plaintiffs’ complaint in its entirety with prejudice.  In re Mirant Corp. Sec. Litig., No. 1:02-CV-1467-RWS, 2009 U.S. Dist. LEXIS 789 (N.D. Ga. Jan. 7, 2009).
• We represented Scientific-Atlanta, Inc. in connection with a putative securities class action pending in the District Court for the Eastern District of Missouri.  Plaintiffs alleged that the company violated Section 10(b) and Rule 10b-5 by entering into a business transaction with Charter Communications about which Charter allegedly made false statements to its shareholders.  The court granted our motion to dismiss with prejudice, ruling that there could be no private cause of action for aiding and abetting liability under the federal securities laws.  The dismissal was affirmed by the Eighth Circuit Court of Appeals. In re Charter Communications, Inc. Sec. Litig., 443 F.3d 987 (8th Cir. 2006).  The Supreme Court of the United States granted the Plaintiffs' Petition for Writ of Certiorari and, in a 5-3 decision, affirmed the ruling of the Eighth Circuit. Stoneridge Inv. Partners, LLC v. Scientific-Atlanta, Inc., 552 U.S. 148 (2008). Justice Anthony Kennedy, writing for the majority, held that Scientific-Atlanta and its Co-defendant, Motorola, Inc., could not be liable as a matter of law under Section 10(b) because they made no statements or representations to the supposedly injured investors and had no duty to speak to those investors Alston & Bird was counsel of record at all stages of the litigation, including the appeal before the Supreme Court. Back to Top

Derivative Actions

• We represent Babcock & Wilcox, Inc. as the nominal defendant in a shareholder derivative/putative class action lawsuit filed in the Delaware Court of Chancery.  The Plaintiff alleges claims of breach of fiduciary duty and unjust enrichment against certain of the company’s officers, directors, and majority shareholders arising out of a right offerings and related transactions.  
• We represent HF Foods Group Inc. and certain of its present and former executive officers and directors in two derivative actions pending in the Central District of California.  The lawsuits generally allege the Defendants breached their fiduciary duties, were unjustly enriched, abused their control, mismanaged the company, and wasted corporate assets with respect to certain disclosed related party transactions and use of company funds. 
• We represent The Wendy’s Company and certain officers and directors in a consolidated shareholder derivative action filed in the District Court for the Southern District of Ohio which alleged claims for breaches of fiduciary duty arising out of a 2016 criminal cyberattack on the company’s franchisee-owned restaurants.  A favorable settlement is pending court approval.
• We represented MiMedx Group, Inc. in a consolidated shareholder derivative action filed in the District Court for the Northern District of Georgia.  Plaintiffs alleged claims for breach of fiduciary duty, waste and unjust enrichment in connection with public statements made by Defendants regarding the company’s financial results and prospects.  The parties reached a settlement favorable to Defendants
• We represented certain former officers and the board of directors of Avanos Medical, Inc. (formerly known as Halyard Health) in three related derivative suits filed in the District Court for the Southern District of New York, the District Court for the Central District of California, and the District Court for the District of Delaware alleging state law claims for breach of fiduciary duty, unjust enrichment, and a Section 14(a) claim under the Securities Exchange Act.  Following dismissal of the related shareholder securities class action, all three derivative actions were dismissed voluntarily.
• We represented the former CEO of SCANA Corporation in a derivative suit filed in the District Court for the District of South Carolina where our motion for judgment on the pleadings was granted.  We also represent the former CEO of SCANA Corporation in a related derivative suit pending in South Carolina state court.
• We represented AmTrust Financial Services, Inc. in a shareholder derivative action filed in the Delaware Court of Chancery.  The Plaintiff alleged claims for breach of fiduciary duty and unjust enrichment against certain of the company’s officers, directors and related entities, arising out of a 2014 transaction with Tower Group International, Ltd. and ACP Re, Ltd. The case was dismissed for lack of standing.
• We represented certain officers and the board of directors of 3D Systems Corporation in nine related derivative suits filed in the Court of Common Pleas for the 16th Judicial Circuit, County of York, South Carolina; the District Court for the District of Delaware; the District Court for District of South Carolina; and Superior Court of the State of California, County of Los Angeles.  The parties reached a settlement favorable to the Defendants and all nine suits were dismissed with prejudice.
• We represented Aflac in a shareholder derivative action, requesting that the company investigate and bring action against certain members of management and the board under Georgia law.  The Defendants moved for dismissal of the action on the basis of a special litigation committee’s investigation finding the action was not in the best interests of the company and, on August 31, 2018, the district judge in the Middle District of Georgia dismissed the action in its entirety.  The Eleventh Circuit Court of Appeals affirmed the dismissal.
• We represented Babcock & Wilcox Enterprises, Inc. and certain of its officers in a consolidated shareholder derivative action filed in the Western District of North Carolina. Plaintiffs alleged breaches of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and violations of Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act in connection with public statements made over a two-year period.  The parties reached a settlement favorable to the Defendants.
• We represented certain officers and directors of Synovus Financial Corporation in a shareholder derivative action filed in the Superior Court of Cobb County, Georgia alleging claims for, among other things, breach of fiduciary duty, unjust enrichment and waste.  The court granted defendants’ motion to dismiss, and dismissed the shareholder derivative action, with prejudice.
• We represented The Home Depot, Inc. and certain officers and directors in a shareholder derivative action filed in the District Court for the Northern District of Georgia.  Plaintiffs allege claims for breach of fiduciary duty, waste of corporate assets, and violation of Section 14(a) of the Securities Exchange Act in connection with a 2014 criminal cyberattack on the company. Following a successful motion to dismiss, the parties reached a settlement favorable to the Defendants.
• We represented Extremity Healthcare Inc. as the manager of an LLC actions filed in the District Court for the District of New Jersey and New Jersey Superior Court alleging claims for breach of fiduciary duty and breach of contract.  The federal action was voluntarily dismissed following our motion to dismiss and the court in the state action granted our motion to dismiss.  
• We represented certain officers and directors of comScore in derivative lawsuits filed in the District Court for the Southern District of New York and Virginia Superior Court. The complaints generally alleged that the Defendants breached their fiduciary duties, committed corporate waste, were unjustly enriched, and, in the federal case, caused false and misleading statements to be issued in in violation of Sections 10(b) and 20 of the Securities Exchange Act. The parties reached a settlement favorable to the Defendants.
• We represented the directors and certain officers of Advaxis, Inc. in a lawsuit alleging derivative and putative class action claims filed in the District Court for the District of New Jersey. The complaint alleged breach of fiduciary duty in connection with certain stock option grants, unjust enrichment, and/or violations of Section 14(a) of the Securities Exchange Act in connection with the company’s 2015 proxy statement. The parties reached a settlement favorable to the Defendants. A related case filed in Delaware Chancery Court was dismissed. 
• We represented certain officers and directors of Ebix, Inc. in derivative suits filed in the District Court for the Northern District of Georgia and the Superior Court of Fulton County, Georgia, related to the securities class action allegations also filed against that company. The parties reached a settlement favorable to the Defendants.
• We represented certain officers and directors of LHC Group, Inc. in a consolidated derivative suit filed in the District Court of the Western District of Louisiana related to the securities class action case and allegations also filed against that company. The parties reached a settlement favorable to the Defendants.
• We represented the board of directors of Oclaro, Inc. in shareholder derivative suits filed in the Superior Court of California, County of Santa Clara, and the District Court for the Northern District of California related to the securities class action also filed against the company.  These cases were settled on favorable terms along with the securities class action.
• We represented Internap Corporation and various of its current and former officers in a derivative action filed in the Superior Court of Fulton County, Georgia.  The complaint alleged breaches of fiduciary duty, unjust enrichment, and waste, concerning the acquisition and integration of VitalStream and the management of Internap. The parties reached a settlement favorable to the Defendants.
• We represented Empire Water Corporation in California state court, which was sued as part of a shareholder derivative action against the directors of Basin Water and Empire Water.  The complaint alleged that Empire Water aided and abetted the individual Defendants’ breaches of fiduciary duty, and accused the board members of making and/or permitting to be made false and misleading statements concerning the selling company’s risk factors, business model, and business prospects, and by permitting one of the executives to negotiate and enter into alleged self-dealing transactions, relating to his severance compensation and a transaction with Empire.  The parties reached a settlement favorable to our client.
• We represented certain present and former directors and officers of Coca-Cola Enterprises in several derivative suits filed in the District Court for the Northern District of Georgia and in the Delaware Court of Chancery. Defendants’ motion to dismiss the federal derivative action was granted. In re Coca-Cola Enters. Inc. Deriv. Litig., 478 F. Supp. 2d 1369 (N.D. Ga. 2007), aff’d sub nom., Staehr v. Alm, 269 F. App’x 888 (11th Cir. 2008).  Defendants’ motion to dismiss the Delaware Complaint was also granted.  In re Coca-Cola Enters. Inc. S’holder. Litig., No. 1927-CC, 2007 Del. Ch. LEXIS 147 (Del. Ch. Oct. 17, 2007). Plaintiffs appealed that order to the Supreme Court of the State of Delaware, which affirmed the dismissal.  Int’l Bhd. of Teamsters v. Coca-Cola Co., No. 601, 2007, 2008 Del. LEXIS 274 (Del. June 20, 2008).
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Additional Breach of Fiduciary Duty Cases

• We represented Withlacoochee River Electric Cooperative, Inc. (WREC) in a putative class action lawsuit filed on behalf of WREC’s 175,000 members. The complaint alleged that WREC failed to adequately distribute excess revenues to its members and asserted causes of action for breaches of statutory, common law, and fiduciary duties. Among other relief, the Plaintiffs sought an order compelling WREC to distribute $142 million to its members. We successfully defeated the Plaintiffs’ class certification motion, which resulted in the Plaintiffs voluntarily dismissing their claims.
• We represented the president of Shamrock Shell LLC, an oil exploration company, in a putative class action filed in the Superior Court of Fulton County, Georgia, brought by an investor in the company. Plaintiff alleged that the Defendant aided and abetted a breach of fiduciary duty relating to the use of a reserve fund described in a private placement memorandum.  The court granted our motion to dismiss in favor of arbitration. Plaintiff subsequently filed a claim with the American Arbitration Association against the trustee, but decided not to bring a claim against our client.  At arbitration, the arbitrator dismissed all claims against the trustee, finding that there had been no breach of fiduciary duty.
• We represented the directors and officers of a failed automotive business in a case that set important precedent in the area of D&O duties while in the zone of insolvency.  This lawsuit was brought by the bankruptcy trustee in the District Court for the Northern District of Alabama.  The complaint alleged breach of fiduciary duty arising out of the failure of the business. The court dismissed the trustee's claims related to the allegedly faulty business strategy as impermissible deepening insolvency claims.  In a supplemental opinion, the court also held that the trustee's claims failed because the complaint failed to plead a breach of fiduciary duty.  Heard v. Perkins, 441 B.R. 701 (N.D. Ala. 2010).
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Banking Litigation

• We represented certain former directors and officers of Buckhead Community Bank in a lawsuit filed by the FDIC in the District Court for the Northern District of Georgia. The FDIC’s complaint alleged negligence, gross negligence and breach of fiduciary duty. On November 25, 2013, the District Court certified the question of whether the business judgment rule applied to bank directors and officers to the Georgia Supreme Court. In a landmark decision, the Georgia Supreme Court confirmed that the business judgment rule protects Georgia’s directors and officers, including bank directors and officers, from second-guessing the wisdom of their decisions.  FDIC v. Loudermilk, 761 S.E.2d 332 (Ga. 2014).  After four years of litigation, the case was tried for two weeks before a 12-person jury.  After two-and-a-half days of deliberation, the jury rejected many of the FDIC’s theories entirely and rejected their arguments about the vast majority of the FDIC’s claimed losses.  In the end, the jury awarded the FDIC only $5 million – just 20 percent of what the FDIC sought at the outset of the case. 
• We represented the former directors of Silverton Bank, N.A. in a lawsuit filed by the FDIC in the District Court for the Northern District of Georgia. The FDIC’s complaint alleged claims of corporate waste, negligence, gross negligence, and breach of fiduciary duty against the former directors.  The case was settled on terms favorable to the former directors.
• We represented the former directors and officers of Sun American Bank in a lawsuit filed by the FDIC in the District Court for the Southern District of Florida.  The FDIC’s complaint alleged claims for negligence, gross negligence and breach of fiduciary duty.  After engaging in six months of heated discovery, we successfully petitioned the court to impose sanctions on the FDIC for discovery violations.  The case was settled on the eve of trial on terms favorable to the directors and officers.
• We represented certain directors and officers of Montgomery Bank & Trust (MB&T) and its holding company in multiple lawsuits brought by the court-appointed Receiver for MB&T’s majority shareholder in the U.S. District Court for the Northern District of Georgia.  The Receiver’s complaints alleged violations of Section 10(b) and Section 20(a) of the Exchange Act and common law fraud, negligent misrepresentation and aiding and abetting breach of fiduciary duty.  The court granted each of our motions to dismiss and dismissed the actions with prejudice.
• We represented certain former directors and officers of First National Bank of Georgia, Carrollton, Georgia, in a lawsuit filed by the FDIC in the District Court for the Northern District of Georgia.  The FDIC’s complaint alleged negligence, gross negligence, and breach of fiduciary duty.  First National Bank of Georgia was in operation for more than 50 years before it was closed.  The matter settled on terms favorable to our clients.
• We represented an officer of Westernbank Puerto Rico which was sued by the FDIC for alleged mismanagement of the bank leading to putative damages of nearly $200 million. Westernbank was the largest bank failure in the country during 2010 (measured by estimated losses to the FDIC) and the fourth-largest bank failure of the Great Recession.  FDIC v. Stipes, et al., No. 11-02271 (GAG)(BJM) (D. P.R.). The case was settled on terms favorable to our client.
• We represented former directors and officers of Haven Trust Bancorp, Inc. in a putative securities class action filed in the District Court for the Northern District of Georgia.  The complaint arose out of private offerings of Haven’s stock and alleged claims for violations of Sections 10(b) and 20(a) of the Securities Exchange Act and state securities law, as well as claims for common law fraud and negligent misrepresentation.  The court granted our motion to dismiss in its entirety. The court ruled that the Plaintiffs had not adequately pled an intent to defraud or loss causation, and further held that the “direct communication” requirement for pleading and proving a common law misrepresentation claim in the context of a securities transaction could not be met.  The Plaintiffs did not appeal.  The matter was settled on terms favorable to the directors and officers.
• We represented the former CFO of Integrity Bank, a bank holding company, in two adversary proceedings filed by the trustee in the Bankruptcy Court for the Northern District of Georgia, which sought bankruptcy protection after its sole asset, the bank, went into receivership.  In the first adversary proceeding, the trustee alleged that our client, along with the CEO and other executives of the bankrupt holding company and bank, caused the bank to fail by engaging in negligent activities and breaching their fiduciary duties. Our motion to withdraw the reference to the District Court for the Northern District of Georgia was granted. In the second adversary proceeding, the trustee sought a declaration concerning whether coverage exists under a directors and officers liability insurance policy to defend against the allegations set forth in the first adversary proceeding.  Our motion to withdraw the reference to the District Court for the Northern District of Georgia was granted. As in the first adversary proceeding, the Defendants moved to dismiss the trustee's claims on mootness and ripeness grounds. The District Court granted the Defendants’ motions to dismiss in both adversary proceedings.  Lubin v. Skow, 1:09-CV-1155-RWS, 2009 U.S. Dist. LEXIS 112020 (N.D. Ga. Nov. 30, 2009); Lubin v. Cincinnati Ins. Co., No. 1:09-CV-1156-RWS, 2009 U.S. Dist. LEXIS 112019 (N.D. Ga. Nov. 30, 2009). The Eleventh Circuit affirmed the dismissal. Lubin v. Skow, 382 F. App’x 866 (11th Cir. June 14, 2010).
• We represented Security Bank and certain of its current and former officers and directors in two state court proceedings filed in the Superior Court of Bibb County, Georgia, where the Plaintiffs alleged that the company and the individual Defendants caused two separate real estate projects to fail by engaging in negligent activities and breaching their fiduciary duties. Defendants filed motions to dismiss in these cases.  The Plaintiffs ultimately voluntarily dismissed their causes of action.
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Merger & Acquisition Cases

• We represent Michael Dell and other individual directors of Dell Technologies Inc. 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.  The matter is pending in Delaware Chancery Court. 
• We represent Michael Dell and Dell Technologies, Inc. in litigation challenging Pivotal’s $2.7 billion merger with VMware, Inc.  The matter is pending in Delaware Chancery Court.
• We represented International Speedway Corporation, its CFO, and one of its directors in an action filed in Florida state court, alleging breach of fiduciary duty in connection with a proposed acquisition of the company by NASCAR Holdings, Inc.  The lawsuit alleged that both companies were controlled by the same family, and that the process being used to evaluate NASCAR’s offer was flawed.  The litigation settled on terms favorable to the clients and the transaction closed successfully.
• We represented Dell Technologies in an expedited action in Delaware Chancery Court 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.
• We represented Dell Inc. in several putative class actions arising from Dell’s $67 billion merger with EMC Corporation that were filed in Massachusetts state court, federal court in Massachusetts, and the Delaware Chancery Court.  The lawsuits alleged that EMC’s board of directors and/or the board of an affiliated entity, VMware Inc., breached their fiduciary duties in agreeing to the transaction with Dell and that Dell and related entities aided and abetted those breaches. Certain of these suits also alleged that SEC filings regarding the proposed transaction contained material misstatements or omissions in violation of Section 14(a) and 20(a) of the Securities Exchange Act.  The Massachusetts state court lawsuits were consolidated and ultimately dismissed, which dismissal was affirmed by the Massachusetts Supreme Judicial Court in a landmark ruling.  The Delaware Chancery Court lawsuit was dismissed as well.  The remaining lawsuits were settled on favorable terms. 
• We represented Dell Inc. in litigation seeking to enjoin Michael Dell from taking Dell private.  Actions were filed in Delaware Chancery Court, the District Courts of Travis County and Williamson County, Texas, and the District Court for the Southern District of Texas, against Dell, Michael Dell and the directors of Dell, alleging breach of fiduciary duty, disclosure deficiencies in the proxy statement, and aiding and abetting liability.  The Defendants successfully stayed or obtained voluntary dismissals of the Texas state court actions, and the Chancery Court denied the motions to expedite and the suits were subsequently dismissed.  As a result, the $24.8 billion going private transaction closed.
• We represented Coca-Cola Enterprises and certain of its officers and directors in a series of putative class action lawsuits filed in the Delaware Chancery Court.  Plaintiffs alleged that Defendants breached their fiduciary duties by approving a three-way merger with Coca-Cola Iberian Partners and Coca-Cola Erfischungsgetränke AG to form Coca-Cola European Partners (CCEP).  The proposed $27 billion merger was approved by the shareholders and closed shortly thereafter.
• We represented Journal Media Group, Inc. and its board of directors in two class actions challenging the completed $300 million merger between Journal Media and the Gannett Company.  These actions were brought and consolidated in the Circuit Court of Milwaukee County, Wisconsin, and asserted both process-based and disclosure-based claims against the company and its board.  We moved to dismiss the complaints and to stay discovery.  Before the court could issue its ruling, the parties negotiated a global settlement of all claims. 
• We represented Heritage Financial Group, Inc. and its directors in a putative class action filed in the Circuit Court for Baltimore City, Maryland challenging Renasant Corporation’s proposed $258 million acquisition of Heritage.  The case was settled on favorable terms and the merger was approved. 
• We represented The First Bancshares Inc. and its board of directors in a putative class action filed in Mississippi federal court.  Plaintiff voluntarily dismissed the action and the deal closed as scheduled. 
• We represented First Cash Financial Systems in an action in Texas state court related to its merger with Cash America International.  Plaintiff voluntarily dismissed the action and the deal closed as scheduled.
• We represented Aaron’s, Inc. in litigation filed in the District Court for the Northern District of Georgia related to a hostile takeover attempt against the company by an activist hedge fund.  We also represented Aaron’s and its directors in derivative actions filed in the Superior Court of Fulton County, Georgia, and the Superior Court of Gwinnett County, Georgia relating to proxy contests initiated by activist stockholders.  We successfully defeated attempts to enjoin the company’s 2014 annual meeting.  After the court denied the Plaintiffs’ motion for attorneys’ fees, the parties settled on terms favorable to the Defendants and the consolidated action was dismissed. 
• We represent the former CEO of SCANA Corporation in putative class action litigation filed in state and federal courts in South Carolina concerning SCANA Corporation’s merger with Dominion Energy in 2019.  The complaints generally allege that the defendants breached their fiduciary duties in approving the merger. 
• We represented Southside Bancshares, Inc. in a putative class action filed in the Circuit Court for Baltimore City, Maryland challenging Southside’s proposed $307 million acquisition of OmniAmerican Bancorp, Inc.  The case was settled on favorable terms and the merger was approved.
• We represented The Savannah Bancorp Inc. and its directors in a putative class action filed in the New York Supreme Court challenging SCBT Financial Corporation’s $67.1 million acquisition of Savannah Bancorp.  We were able to negotiate a favorable settlement and the transaction closed as scheduled.
• We represented Journal Communications, Inc. and its board of directors in two class actions challenging the proposed $205.8 million merger between Journal Communications and The E.W. Scripps Company. The first action was brought in the Circuit Court of Milwaukee, Wisconsin, and asserted process-based claims against the company and the board. We successfully moved to dismiss the complaint for failure to state a claim.  Following dismissal of the first action, the same shareholder filed a second action in the District Court for the Eastern District of Wisconsin for violations of Section 14(a) of the Exchange Act and breaches of fiduciary duty.  Like the first action, the second action was also dismissed in its entirety for failure to state a claim.  In its dismissal order, the court ordered the Plaintiff to show cause as to why he and his counsel should not be sanctioned.  In its subsequent Rule 11 order, the court issued sanctions against the Plaintiff, finding that there was no objectively reasonable basis for filing the second action.
• We represented Premiere Global Services, Inc. (PGI) and its board of directors in a putative class action filed in the U.S. District Court for the Northern District of Georgia that challenged PGI’s proposed $1 billion merger with Siris Capital Group.  The complaint asserted violations of Section 14(a) and 20(a) of the Exchange Act.  One week after the lawsuit was filed, Defendants moved to dismiss the complaint and opposed the Plaintiff’s motion for preliminary injunction.  Following oral argument, the Plaintiff withdrew his motion for preliminary injunction and voluntarily dismissed his complaint at the direction of the court.
• We represented Georgia-Pacific in a putative class action filed in the Delaware Court of Chancery challenging a proposed $1.5 billion acquisition of Buckeye Technologies Inc.  We defeated the Plaintiffs’ motion for expedited proceedings, and Plaintiffs dismissed the action shortly thereafter.
• We represented the board of directors of AuthenTec, Inc. in a putative class action filed in the Circuit Court of Brevard County, Florida, challenging Apple Inc.’s $20 million acquisition of AuthenTec.  We were successful in defeating Plaintiffs’ motion to enjoin the deal and the transaction closed as scheduled.  The Fifth District Court of Appeal in Florida subsequently affirmed the trial court’s denial of Plaintiffs’ motion for injunction.
• We represented Cogdell Spencer Inc. and its board of directors in several putative class actions filed in Maryland and North Carolina state court that challenged the company’s proposed merger with Ventas Inc.  Plaintiffs alleged that Cogdell’s board breached its fiduciary duties in agreeing to the proposed merger and that Ventas aided and abetted the alleged breaches of fiduciary duty.  Plaintiffs moved for expedited discovery and a preliminary injunction to enjoin the closing of the transaction.  The parties reached an agreement to settle the cases prior to the resolution of these motions and the deal closed shortly thereafter. 
• We represented Renal Care Group, Inc. and its directors in a putative class action filed in the Chancery Court for the State of Tennessee, Twentieth Judicial District at Nashville, challenging Fresenius Medical Care AG’s proposed $3.5 billion acquisition of Renal Care Group.  After the merger was approved and the Chancery Court granted our motion to dismiss in its entirety, the case was settled on favorable terms. 
• We represented the special committee of New Frontier Media, Inc., which had conducted a review of strategic alternatives, including a possible sale of the company. During the review, a group holding 15.9% of the issuer’s stock made an unsolicited offer to purchase the company, and launched a proxy contest to replace four of six directors.  The company sued the members of the group in Colorado federal court, alleging that they violated Section 13(d) of the Securities Exchange Act 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 company’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.
• We represented PSS World Medical, Inc. and its directors in a putative class action filed in the Circuit Court of Duval County, Florida, challenging a proposed $2.1 billion merger with McKesson Corporation. We were able to negotiate a favorable settlement and the transaction closed as scheduled. 
• We represented Starbucks Corporation in a putative class action filed in Georgia Superior Court, challenging Starbucks’s proposed $620 million acquisition of Teavana.  We were able to negotiate a favorable settlement and the transaction closed as scheduled.
• We represented Verizon Communications in a putative class action filed in the Georgia Superior Court, challenging Verizon’s proposed $612 million acquisition of Hughes Telematics.  We were able to negotiate a favorable settlement and the transaction closed as scheduled.
• We represented Comverge, Inc. and ten former Comverge directors in a series of putative stockholder class actions consolidated and pending in the Delaware Chancery Court. Plaintiffs allege that the Defendants breached their fiduciary duties to Comverge stockholders in connection with the company’s $48.2 million merger with H.I.G. Capital, LLC.  The Chancery Court denied Plaintiffs’ motion for preliminary injunction, and dismissed all but one claim against the director Defendants at the motion to dismiss stage.  The case was settled on the eve of trial on terms favorable to the Defendants.
• We represented Murata Electronics North America, Inc. in a putative class action filed in the District Court of Dallas County, Texas challenging Murata’s $22 million acquisition of RF Monolithics, Inc.  We were able to negotiate a favorable settlement and the transaction closed as scheduled.
• We represented Oclaro, Inc. and its acquisition subsidiary, in litigation in California and Delaware state court, challenging the $108.3 million merger between Oclaro and Opnext, Inc.  We were able to negotiate a favorable settlement and the transaction closed as scheduled.
• We represented CryoLife, Inc. in two putative class actions filed in the Superior Court of California, Orange County. Plaintiffs alleged that CryoLife aided and abetted breaches of fiduciary duty by Cardiogenesis and its board of directors by approving a proposed transaction whereby CryoLife would acquire the shares of Cardiogenesis through a tender offer.  Plaintiffs' motions for expedited discovery were denied and the deal closed as scheduled.  Plaintiffs subsequently voluntarily dismissed their complaints. 
• We represented Immucor, Inc. and its directors and certain officers in putative class actions filed in the Superior Court of Fulton County, Georgia, and the Superior Court of Gwinnett County, Georgia.  The actions challenged a $1.9 billion transaction in which an affiliate of TPG Capital made a tender offer for all of Immucor’s outstanding shares. Plaintiffs alleged that the Immucor Defendants breached their fiduciary duties by approving the transaction and by failing to make certain disclosures to shareholders. Plaintiffs initially sought to enjoin the transaction, but we were successful in defeating their motions for expedited proceedings and a preliminary injunction.  The deal closed as scheduled.
• We represented Moelis & Company in a putative class action filed in the Superior Court for the State of California, County of Orange, challenging a $976 million going private transaction involving Epicor Software Corporation.  The putative class originally asserted claims against Epicor, its directors and Apax Partners L.P. (the acquirer) for breach of fiduciary duty, disclosure deficiencies in the proxy statement, and aiding and abetting liability.  After the transaction closed, the putative class brought claims against Moelis (Epicor’s financial advisor) and one of Epicor’s officers for aiding and abetting the various alleged fiduciary breaches by the other Defendants.  These claims were ultimately settled on terms favorable to our client. 
• We represented Vertro, Inc. and its board of directors in three putative class action suits filed in New York and Delaware concerning the company’s announced $19.2 million merger with Inuvo, Inc. The Plaintiffs alleged that Vertro’s board breached its fiduciary duty in approving the proposed merger and that Inuvo and one of its subsidiaries aided and abetted the breach.  In the Delaware case, the court denied Plaintiff’s motion for expedited discovery and refused to hear Plaintiff’s motion for a preliminary injunction. The Delaware case was voluntarily dismissed by Plaintiffs.  The New York court originally stayed the action pending before it in favor of the proceedings in Delaware and refused to grant Plaintiff’s request for expedited discovery and injunctive relief.  Following the closing of the merger, the New York court granted Defendants’ motion to dismiss and the case was dismissed with prejudice.
• We represented Whitney Holding Corporation and its directors in a putative class action filed in the Civil District Court for the Parish of Orleans, Louisiana and the District Court for the Eastern District of Louisiana, challenging a merger between the company and Hancock Holding Company.  Plaintiffs allege that the Defendants breached their fiduciary duties in agreeing to the merger and made misrepresentations and omissions in the proxy statement.  The case was settled on favorable terms and the merger was approved.
• We represented BlueLinx Holdings, Inc. and its directors in putative class actions filed in the Superior Court of Cobb County, Georgia, the District Court for the Northern District of Georgia, the Supreme Court of New York, and Delaware Court of Chancery seeking to enjoin a $50 million transaction in which Cerberus Capital Management made a tender offer to BlueLinx's shareholders for all of BlueLinx's outstanding shares.  Plaintiffs alleged that the BlueLinx Defendants breached their fiduciary duties by, among other things, accepting an inadequate price and failing to make certain disclosures in public filings. Plaintiffs’ motions for expedited proceedings were denied in all cases.
• We represented Clearwater Paper Corporation in a consolidated putative class action filed in the Superior Court of Fulton County, Georgia, challenging a proposed $500 million merger between the company and Cellu Tissue Holdings, Inc. Plaintiffs alleged that Cellu Tissue and certain of its officers and directors breached fiduciary duties in approving the merger and that the company aided and abetted those alleged breaches. The case was settled on terms favorable to the Defendants. 
• We represented Coca-Cola Enterprises and certain of its officers and directors in several putative class action lawsuits filed in the Superior Court of Fulton County, Georgia, and the Delaware Chancery Court. Plaintiffs alleged that the Defendants breached their fiduciary duties by approving a nearly $14.0 billion transaction whereby The Coca-Cola Company would acquire CCE’s North American bottling operations. The matter settled on favorable terms and the deal closed as scheduled.
• We represented Dell Inc. in litigation concerning attempts to enjoin the $820 million acquisition of Compellent Technologies Inc. by Dell. Multiple actions were filed in the Delaware Chancery Court and in the District Court for the Fourth Judicial District of the State of Minnesota against Compellent, the officers and directors of Compellent, and Dell, alleging that the Compellent board members breached their fiduciary duties in their consideration and approval of the merger and that Dell and its subsidiaries aided and abetted those breaches of duty.  After some discovery, the parties entered into a stipulation of settlement to resolve all the outstanding claims related to this transaction, and the merger successfully closed shortly thereafter.
• We represented Living Independently Group, Inc. and its officers and directors in a class action filed in the Delaware Chancery Court asserting claims for breach of fiduciary duty arising out of a merger with General Electric.  Plaintiffs claimed the Defendants, at the direction of GE, mismanaged the company and forced it into a merger that benefitted the acquirer, preferred shareholders and certain directors to the exclusion of common shareholders.  The case was settled on terms favorable to our client. 
• We represented Psychiatric Solutions, Inc., and certain directors and officers in several putative class and derivative actions filed in Tennessee and Delaware challenging a proposed $3.1 billion merger with Universal Health Services, Inc. Plaintiffs alleged that the Defendants breached fiduciary duties in approving the merger and certain executive compensation.  The parties ultimately settled the matter on favorable terms. 
• We represented Mirant Corporation and its directors in several putative class actions filed in the Superior Court of Fulton County, Georgia, challenging a proposed $3.1 billion merger between Mirant and RRI Energy, Inc. Plaintiffs alleged that the Defendants breached fiduciary duties in approving the merger.  The parties entered into a stipulation of settlement and the action was dismissed.
• We represented Energy South, Inc. and certain directors and officers in a putative class action filed in the Circuit Court of Mobile County, Alabama. The action sought to enjoin a $775 million merger between the company and Sempra Energy, and alleged that the Defendants breached fiduciary duties in approving the merger. The court denied Plaintiff's motion for expedited discovery and Plaintiff's motion for preliminary injunction, and the closing successfully took place shortly thereafter.  Following these denials, Plaintiff voluntarily dismissed its claims without any amount being paid by the Defendants.
• We represented Allion Healthcare, Inc. and certain officers and directors in two consolidated class actions proceeding in the Supreme Court of New York and in the Chancery Court of Delaware. Both actions challenged the $160 million merger between the company and an affiliate of HIG Capital, and alleged that the Defendants breached fiduciary duties in approving the merger.  Plaintiffs also asserted claims against a large shareholder, Parallex and its owner Ray Mirra, for aiding and abetting the alleged breaches. The parties resolved certain disclosure claims, but the litigation continued following the successful closing of the transaction.  After motion practice and mediation, the Defendants reached a settlement with the Delaware Plaintiffs, and the New York Plaintiffs challenged the approval of the settlement in the Delaware Chancery Court.  The court, however, denied the objection and approved the settlement finding that Defendants could choose to settle with one set of Plaintiffs and that the settlement was fair to the class.
• We represented Dell Inc. in litigation filed by the Booth Family Trust (Booth) seeking to enjoin the $3.9 billion tender offer and proposed acquisition of Perot Systems Corporation by Dell.  The action was filed in the District Court of Dallas County, Texas, against Perot Systems, officers and directors of Perot, and Dell, alleging a flawed process, an unfair price for Perot stock, and disclosure deficiencies in the Schedule 14D-9.  The Plaintiff alleged that the officers and directors of Perot breached their fiduciary duties and that Perot and Dell aided and abetted those breaches. After the Booth action was filed, a related action was filed by an individual stockholder asserting the same claims and also seeking injunctive relief. Defendants successfully argued in the Booth action that the tender offer should not be enjoined, resulting in the denial of the Plaintiff's motion for preliminary injunction.  As a result, the tender offer expired, and Dell acquired enough shares to proceed with the proposed acquisition of Perot.
• We represented Getinge AB in putative class actions filed by two shareholders of Datascope Corp. against Datascope, its board of directors, Getinge AB and DaVinci Merger Sub, Inc. in New Jersey Chancery Court seeking to enjoin a $865 million transaction in which Getinge made a tender-offer to Datascope's shareholders for all of Datascope's outstanding shares.  Plaintiffs alleged that the Datascope Defendants breached their fiduciary duties by accepting an inadequate price and by failing to disclose, among other things, management's projections that were relied upon by the investment banker who prepared the fairness opinion on the transaction.  Plaintiffs also alleged that Getinge and DaVinci aided and abetted Datascope's breaches of fiduciary duty.  The court denied Plaintiffs’ motion for a preliminary injunction, holding that they could not demonstrate any of the four elements required to obtain a preliminary injunction.  With the denial of their preliminary injunction motion, Plaintiffs agreed to voluntarily dismiss their claims. 
• We represented Alfa Corporation and its directors in a putative class action filed in the Circuit Court of Montgomery County, Alabama, and the Delaware Chancery Court challenging a proposal made to acquire the shares of Alfa Corporation. Plaintiffs alleged that the Defendants breached fiduciary duties in considering the proposal. The parties entered into a stipulation of settlement and the action was dismissed.
• We represented certain present and former directors and officers of CheckFree Corporation in related derivative and class action merger suits filed in the Northern District of Georgia and Delaware Chancery Court challenging the $4.4 billion acquisition of CheckFree by Fiserv.  Both courts denied Plaintiffs’ motions for a preliminary injunction.  In re CheckFree Corp. Shareholders Litig., No. 3193-CC, 2007 Del. Ch. LEXIS 148 (Del. Ch. Nov. 1, 2007).  Following this denial, Plaintiffs in the Northern District of Georgia and in Delaware voluntarily dismissed their claims.
• We represented BellSouth Corporation and its directors in a putative class action filed in the Superior Court of Fulton County, Georgia, challenging a proposed $67 billion merger between BellSouth Corporation and AT&T, Inc. Following the Defendants’ submission of motions to dismiss, Plaintiffs stipulated to the dismissal of all their claims.  The transaction closed shortly thereafter.
• We represented Ryan's Restaurant Group, Inc. in a lawsuit in the Court of Common Pleas in Greenville, South Carolina, seeking to enjoin the merger of Ryan's and Buffets, Inc.  The complaint alleged that the directors of Ryan's breached their fiduciary duties in negotiating the terms of the merger agreement.  The parties ultimately agreed to settle these claims on favorable terms.
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Investigations

• We represent the Audit Committee of a consumer and commercial services company in an SEC investigation regarding the company’s reported earnings per share and certain accounting practices.
• We represent an energy and environmental technologies and services company in an SEC investigation regarding the earnings decline for one of the company’s reporting segments.
• We represented the Audit Committee of a global flooring manufacturer in an investigation related to allegations in a lawsuit concerning its public disclosures and certain accounting practices.
• We represented the Audit Committee of a real estate investment trust involved in the ownership and operation of high-quality properties in an investigation related to allegations in a lawsuit regarding its public disclosures and accounting practices.
• We represented the Special Litigation Committee of a pharmaceutical company in an investigation that was initiated in response to a shareholder derivative demand.
• We represented the Special Litigation Committee of a food products company in an investigation in response to multiple shareholder derivative demands.
• We conducted an investigation following the collapse of Enron, which included an analysis of 60 special purpose entities, and we prepared a four-volume report to Enron’s Bankruptcy Examiner.
• We represented a health care services company in a two-year investigation by the SEC that resulted in no action taken by the Commission.
• We represented the Audit Committee of one of the nation’s largest homebuilders in an internal investigation regarding the company’s mortgage-related practices and certain accounting practices.
• We represented the Audit Committee of a health care system in an internal investigation of improper accounting practices relating to earnings management.
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