In re Topps Company Shareholder Litigation, C.A. No. 2768-VCS and C.A. No. 2998-VCS (Delaware Court of Chancery, June 14, 2007)

In one of the most expedited takeover battles of the year, The Upper Deck Company obtained preliminary injunctive relief in aid of its efforts to pursue a hostile bid for the Topps Company, the maker of baseball and other trading cards, the iconic “Bazooka Joe” bubblegum and other confections. The injunction stalled a management-favored going private transaction with an investor group led by former Disney CEO Michael Eisner. Additionally, the Delaware Court of Chancery issued important guidance respecting the obligations of a target company board of directors when dealing with competing bidders. Specifically, the Court found that Upper Deck was reasonably likely to prevail on its claim that Topps’ board had breached its fiduciary duties to Topps' stockholders by refusing to release Upper Deck from the "standstill" provisions of a confidentiality agreement, which prevented Upper Deck from launching a hostile tender offer to compete with the management-favored Eisner deal. The Court also found that Topps' proxy statement was misstated and omitted information material to the stockholders' decision to approve or reject the management-favored deal.

Young Conaway Stargatt & Taylor handled the litigation of this matter along with lawyers from Liner Yankelevitz Sunshine & Regenstreif LLP of Los Angeles, California. Within the firm, litigation of the matter was conducted by partners Bruce Silverstein, Rolin Bissell, Barr Flinn and Elena Norman of the Corporate Counseling and Litigation Section. Led by Bruce Silverstein, attorneys within Young Conaway Stargatt & Taylor's Corporate Counseling and Litigation practice group also provided counseling to Upper Deck in connection with the legal issues relating to the underlying business transaction. In connection with the transaction, Young Conaway Stargatt & Taylor worked with Upper Deck's in-house counsel, and attorneys Liner Yankelevitz Sunshine & Regenstreif LLP, Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Katten Muchin Rosenman LLP.