Experience

M&A and Derivative Litigation

In re Allion Healthcare, Inc. Stockholders Litigation, Del. Ch., C.A. No. 5022-CC (2011) (represented company and its directors in parallel stockholder suits pending in New York and Delaware, achieved approval of settlement by Delaware court over objection of New York plaintiffs in decision reported at 2011 WL 1135016)

In re Ancestry.com Inc. Stockholder Litigation, Del. Ch., Cons. C.A. No. 7988-CS (2012-13) (represented company and its directors in stockholder suit challenging third-party merger transaction, obtained dismissal of all claims following preliminary injunction proceedings)

Brenner v. Albrecht, Del. Ch., C.A. No. 6514-VCP (2012) (represented defendants in derivative action asserting Caremark claims, obtained stay pending resolution of securities class action arising from the same facts)

City of Daytona Beach Police and Fire Pension Fund v. Examworks Group, Inc., Del.  Ch., C. A. No. 12481-VCL (2017) (represented financial advisor defending claims of aiding and abetting breaches of fiduciary duty in connection with a take-private transaction)

In re CKx, Inc., Del. Ch., Cons. C.A. No. 5545-CC (2011-12) (represented company and its directors in stockholder suit challenging the third-party acquisition, secured settlement)

Espinoza v. Zuckerberg, Del. Ch., C.A. No. 9745-CB (2015) (represented stockholder in suit challenging compensation of outside directors, defeated summary judgment on issues concerning stockholder ratification as reported at 124 A.3d 47 and secured settlement)

In re Hansen Medical, Inc. Stockholder Litigation, Del. Ch., Cons. C.A. 12316-VCMR (2017-18) (representing rollover stockholders and allege controllers in stockholder suit challenging third-party merger, dismissal motion pending)

Hexion Specialty Chemicals, Inc. v. Huntsman Corp., Del. Ch., C.A. No. 3841-CC (2008) (represented defendant in action brought to prevent plaintiff from withdrawing from an $10.6 billion merger agreement; Court found that plaintiffs had knowingly and intentionally violated the merger agreement and ordered its specific enforcement)

Ladjevardian v. Bergamo, Del. Ch., C.A. No. 10237-VCL (2015) (representing corporation and inside directors in suit challenging acquisitions, secured dismissal of all claims)

In re Morgans Hotel Group Co. Stockholder Litigation, Del. Ch., Cons. C.A. No. 12433-VCL (2017) (represented alleged controller in stockholder suit challenging merger, secured dismissal of all claims)

In re Morton’s Restaurant Group Inc. Stockholder Litigation, Del. Ch., Cons. C.A. No. 7122-CS (2013) (represented acquirer in stockholder suit challenging merger, secured dismissal of all claims as reported at 74 A.3d 656)

In re Oxbow Carbon LLC Unitholder Litigation, Del. Ch., Cons. C.A. No. 12447-VCL (2016-17) (represented two former directors in derivative claims of fiduciary breach brought by Oxbow, secured settlement)

In re Smurfit-Stone Container Corp. Stockholder Litigation, Del. Ch., C.A. No. 6164-VCP (2011) (represented company and its directors in stockholder challenge to third-party merger, defeated motion to preliminarily enjoin the transaction in decision reported at 2011 WL 2028076)

In re Venoco, Inc. Stockholder Litigation, Del. Ch., Cons. C.A. No. 6825-VCG (represented company in stockholder suit challenging a going private transaction, secured settlement)

Alternative Entity Litigation

In re 11 West Partners, LLC , Del. Ch., Cons. C.A. No. 2017-0568-SG (2017-present) (representing co-cowner of closely held Delaware limited liability companies in dispute concerning control of the business)

Archstone Partners, L.P., et al. v. Lichtenstein, Del. Ch., C.A. No. 4465-CC (2009) (represented defendants in action seeking to enjoin restructuring of defendant entities, defeated motion for preliminary injunction)

In re Atlas Energy Resources, LLC Unitholder Litigation, Del. Ch., Cons. C.A. No. 4589-VCN (2010-2011) (represented company and its directors in unitholder suit seeking to enjoin proposed restructuring)

Dirienzo v. Lichtenstein, Del. Ch., C.A. No. 7094-VCP (2013) (represented company and its inside directors in derivative suit challenging a restructuring that occurred after the 2008 financial crisis, secured dismissal of all claims as reported at 2013 WL 5503034)

In re Encore Energy Partners LP Unitholder Litigation, Del. Ch., C.A. No. 6347-VCP (2012) (represented defendants in unitholder suit challenging acquisition approved through a contractual “Special Approval” process by which the general partner of a master limited partnership may authorize otherwise self-interested transactions without breaching any duty to the partnership or its limited partners, achieved dismissal of all claims in decision reported at 2012 WL 3792997)

Stephen M. Mizel Roth IRA v. Laurus U.S. Fund, L.P., Del. Ch., C.A. No. 5566-VCN (2011) (defended fund in stockholder suit seeking judicial dissolution and appointment of a receiver, secured dismissal of all claims as reported at 2011 WL 808953)

Commercial Litigation

Banc of America Practice Solutions, Inc. v. Zacherl, Del. Ch., C.A. No. 4953-VCP (represented plaintiff in suit to enforce non-compete agreement, obtained injunctive relief)

Cambium, Ltd. v. Trilantic Capital Partners III L.P., Del. Ch., C. A. No. 5857-VCL (2010-2011) (represented plaintiff seeking to enforce rights to portion of proceeds from a sale of defendant entity to a third-party, achieved reversal of lower court’s dismissal of claims and secured settlement)

Cohen. v. Reed, Del. Ch., C.A. No. 7172-VCL (2012) (represented defendant in partnership dispute, obtained dismissal of complaint in light of binding arbitration agreement contained in the partnership agreement)

Continuum Managed Services, LLC v. Datto, Inc., Del. Ch., C.A. No. 7749-VCG (2012) (represented plaintiff in claims for breach of licensing agreement, obtained preliminary injunction order preventing termination of agreement)

Deutsche Bank AG v. Devon Park Bioventures, L.P., Del. Ch. C.A. No. 2017-0822-AGB (2017-present) (representing fund in interpleader action)

Kriss v. Bayrock Group LLC, Del. Ch., C.A. No. 4154-CVS (2010) (represented defendants in contract dispute, enforced arbitration provision of employment agreement to obtain dismissal of all claims)

PCMS Int’l, Inc. v. 2295113 Canada, Inc., Del. Ch., C.A. No. 8406-VCL (2014) (represented plaintiff in claims of breach of a software development contract)

Pfizer, Inc. v. Amgen Fremont Inc., Del. Ch., C.A. No. 10667-VCL (2015-16) (represented defendant in dispute concerning ownership rights to valuable cell line)

QEP Cable Investment, LLC v. Nexans USA Inc., Del. Ch., C.A. No. 12165-VCL (2016-17) (represented plaintiff in dispute concerning escrowed monies)

Talen v. QEP Marine Fuel Investment, LLC, Del. Ch., C.A. No. 5669-VCL (2011) (represented defendant in indemnification dispute, obtained favorable summary judgment ruling and fee shifting)

Litigation Specific to Provisions of the Delaware General Corporation Law

Advancement and Indemnification/8 Del. C. § 145 – Konstantino v. AngioScore, Inc., Del. Ch., C.A. No. 9681-CB (2015) (defended corporation from claims for advancement brought under 8 Del. C. § 145, successfully asserted novel cross-claims for contribution against third-party defendants, as reported at 2015 WL 5770582 and reflected in a subsequent bench ruling); Thompson v. Orix USA Corp., Del. Ch., C.A. No.11746-CB (2016) (represented officers and directors seeking advancement from former employer in action brought under 8 Del. C. § 145, successfully obtained advance for defense and prosecution of claims); 

Annual Meetings/8 Del. C. § 211Nordlicht v. Optionable, Inc., Del. Ch., C.A. No.4175-VCN (2008) (represented plaintiff in an action filed pursuant to 8 Del. C. § 211 to compel an annual meeting)

Books and Records/8 Del. C. § 220Amalgamated Bank v. Yahoo! Inc., Del. Ch., C.A. No. 10774-VCL (2016) (defended corporation against stockholder claims to inspect books and records pursuant to 8 Del. C. § 220); Rosenblood Investment Group, LLC v. SKBIC Acquisition Corp., Del. Ch., C.A. No. 10772-VCN, Del. Supr., No. 388, 2015 (defended corporation against stockholder claims to inspect books and records pursuant to 8 Del. C. § 220, achieved summary affirmance on appeal); Silverberg v. ATC Healthcare, Del. Ch., C.A. No. 2017-02242-JRS (2017) (defended corporation against stockholder claims to inspect books and records pursuant to 8 Del. C. § 220, obtained favorable ruling limiting scope of inspection)

Board Control/8 Del. C. § 225Plainfield Special Situations Master Fund Limited v. Solidus Networks, Inc., Del. Ch., C.A. No. 3308-VCS (2007) (represented stockholder in action filed pursuant to 8 Del. C. § 225 to determine the composition of validity of certain stockholder consents changing the composition of the defendant entity’s board); Steinberg v. Townley, Del. Ch., C.A. No. 12539-VCL (2016) (represented stockholders in control dispute filed pursuant to 8 Del. C. § 225, successfully enjoining annual meeting and achieving favorable settlement involvement court approval of capital structure under 8 Del. C. § 205); Third Point LLC v. TXCO Resources, Inc., Del. Ch., C.A. No. 3489-VCL (2008) (represented stockholder in action filed pursuant to 8 Del. C. § 225 to nullify the defendants entity’s appointment of a director)

Director Removal/8 Del. C. § 141In re VAALCO Energy, Inc. Consolidated Stockholder Litigation, Del. Ch., C.A. No. 11775-VCL (2015) (defended corporation in action challenging charter provision requiring that directors could only be removed for cause as invalid under 8 Del. C. § 141(k))

Series Voting/8 Del. C. § 242Pine River Master Fund Ltd. v. IntelePeer Holdings, Inc., C.A. No. 2017-0388-SG (2017) (represented preferred stockholder in suit challenging transaction automatically converting its senior stock to subordinated securities as invalid under certificate of incorporation and the series voting rights provisions of 8 Del. C. § 242(b))

Data Privacy Litigation

Facebook: Ciabattoni v. Teamsters Local 326, C.A. No. N15C-04-059-VLM (2017-present) (defending Facebook in subpoena seeking information protected by the First Amendment and Stored Communications Act)

Glassdoor: SunEnergy1 LLC v. Brown, Del. Super., C.A. No. N14M-12-028 (2016) (defended Glassdoor, Inc. from subpoena seeking disclosure of identity of anonymous author of post who allegedly made defamatory comments, successfully argued that revealing the identity of the anonymous poster would violate First Amendment rights)

Yahoo: In re Irish Bank Resolution Corp. Ltd., Del. Bank., 13-12159 (defended Yahoo! against subpoena seeking access to a subscriber’s email content, Delaware bankruptcy court held that the Store Communications Act forbids disclosure as reported at 559 B.R. 627)

Public Interest Litigation

Capital Punishment – Rauf v. State of Delaware, Del. Supr., C.A. No. 39, 2016 (represented Amicus Curiae, Atlantic Center for Capital Representation, in questions of law certified by the Superior Court concerning the constitutionality of Delaware’s death penalty statute; Delaware’s death penalty statute unconstitutional in the Delaware Supreme Court’s decision reported at 145 A.3d 430); Powell v. State of Delaware, Del. Supr., C.A. No. 310, 2016 (represented Amicus Curiae, Atlantic Center for Capital Representation, in support of petitioner’s successful argument to vacate his death sentence based on the ruling of Rauf v. State of Delaware)

Charitable Corporations – Gassis v. Corkery, Del. Ch., C.A. No. 8868-VCG (2014) (represented charitable corporation and its directors in control dispute brought by the corporation’s founder, successfully defeated all claims as reported at 2014 WL 3565418)

Collective Bargaining – Superior Court of the State of Delaware v. Public Employment Relations Board, Del. Super., C.A. No. 09M-03-117 (2009) (represented Public Employment Relations Board in a writ prohibition filed by the Superior Court of the State of Delaware in the Superior Court seeking on constitutional grounds to enjoin the PERB from exercising jurisdiction over a union’s petitioner to represent the Superior Court bailiffs for the purpose of collective bargaining)

Due Process – In re Wal-Mart Stores, Inc., Del. Supr., No. 295, 2016 (represented Amici Curiae, the U.S. Chamber of Commerce and Retail Litigation Center, Inc., in support of appellants and against the rule recommended by the lower court—that stockholders seeking to bring a derivative lawsuit have a due process right to relitigate the issue of demand futility notwithstanding another court’s prior dismissal of an action for failure to sufficiently plead demand futility); Genuine Parts Co. v. Cepec, Del. Supr., No. 528, 2015 and International Paper Co. v. Hudson, Del. Supr., No. 508, 2015 (represented Amicus Curiae, the U.S. Chamber of Commerce, in support of appellant and reversal of the lower court’s decision that a foreign corporation consents to general personal jurisdiction in Delaware simply by complying with the state’s basic requirements that a foreign corporation register to do business and designate and in-state agent for service of process in the foreign state—reversal of lowers Court’s decision reported at 137 A.3d 123)

Education Law – Delawareans for Educational Opportunity v. Carney, Del. Ch., C.A. No. 2018-0029-JTL (defending Delaware Governor and other state officials in school finance litigation)

Low Income Housing – In re Elaine M. Sullivan, Del. Ch., C.A. No. 13147-N-MG (2009) (enforced a Manufactured Housing Community Association’s right of first refusal in connection with the sale of the Manufactured Housing Community)