Highfields v. AXA Financial, Inc., C.A. No. 804-VCL (August 27, 2007)

In a major defense victory in a statutory appraisal case, the Delaware Court of Chancery found that the fair value of The MONY Group Inc. ("MONY") was $6.03 less than the $31.00 per share price AXA Financial, Inc. ("AXA") agreed to pay to acquire MONY in July of 2004. Petitioner Highfields Capital had argued that the fair value of MONY at the time of the merger was in the range of $37-$47 per share.

The Court accepted AXA’s valuation methodology, which relied predominantly upon an industry-specific actuarial appraisal analysis, as well as a valuation approach that relied heavily on the actual price negotiated in the arms-length transaction minus synergies arising from the merger, which the Court found to account for nearly 20% of the merger consideration. In so doing, the Court rejected the petitioner's reliance on three traditional valuation methods, emphasizing the importance of relying on industry-specific valuation methods and looking to "the merger price in an appraisal proceeding that arises from an arm’s-length transaction."

Young Conaway's Corporate Counseling and Litigation Section handled the litigation of this matter, which involved the review and production of over one million documents and the testimony of numerous expert and fact witnesses, including principals of Highfields, which had been a vocal opponent of the AXA/MONY merger, members of AXA’s actuarial team, and former MONY directors and management. The examination of witnesses at trial and presentation of post-trial oral argument was split by partners Bruce Silverstein and Marty Lessner.


Shellburne Civic Association, Inc. et al. v. Brandywine School District, et al., Court of Chancery (C.A. No. 2273-N)

On September 1, 2006, the Delaware Court of Chancery dismissed plaintiffs' complaint against Talleyville Girls Softball League, Inc., the Brandywine School District, the Board of Education of the Brandywine School, New Castle County and the State of Delaware.

Martin S. Lessner, a partner in Young Conaway's Corporate Counseling and Litigation section and Lisa B. Goodman, partner and chair of the Young Conaway Commercial Real Estate, Banking and Land Use section, successfully defended claims against enjoinment of the construction of Talleyville's new softball complex.

The plaintiffs brought this action claiming that the property was leased to Talleyville Girls softball in violation of a state statute that generally governs the actions of school districts in selling or leasing surplus land or property. They also attacked the validity of the lease on several constitutional grounds.

The court concluded that the statute the plaintiffs relied upon did not apply to the lease at issue and, further, concluded that the constitutional challenges were facially defective. Thus, the action must be dismissed.

American Legacy Foundation v. Lorillard Tobacco Co., Court of Chancery (C.A. No. 19406)

Litigation regarding whether the American Legacy Foundation’s anti-tobacco marketing and advertising campaign directed at youth violated the terms of the Master Settlement Agreement resolving the various lawsuits filed by state attorneys general against the tobacco companies.

A summary judgment for our client was affirmed by the Delaware Supreme Court. Young Conaway served as co-counsel with Wilmer Cutler Pickering Hale and Dorr LLP.

In re ANC Rental Corporation, Delaware Bankruptcy Court (Case No. 01-11200)

Litigation on behalf of Creditors Committee to force debtor to treat $270 million secured debt as preference, settlement prior to trial.

Dobler et al. v. Montgomery Cellular Holding Co., Inc., Court of Chancery (C.A. No. 19211) (Post Trial $12.5 Million Judgment)

Appraisal action for value of stock resulting from short form merger; judgment for 2½ times the merger consideration.


Cablevision Systems Corp. v. At Home Corporation, Court of Chancery (C.A. No. 18111)

Defending action for breach of stockholders. agreement related to cable Internet Master Distribution Agreement among Excite@Home, AT&T, Cox, Comcast, and Cablevision; action settled before trial.

Kronenberg v. Katz, Supreme Court, Court of Chancery (C.A. No. 19964)

Ongoing action for breach of fiduciary duty and fraud involving members and managers of Delaware LLC.


In re The Mony Group Inc. Shareholder Litigation, Court of Chancery (Case No. 20554)

Represented acquirer in litigation challenging acquisition of The Mony Group


RGC Int.l Investors, LDC v. ARI Network Servs., Inc., Delaware District Court (C.A. No. 03-0003-SLR)

Declaratory judgment regarding rights under preferred stock agreement; written opinion awarding summary judgment.


Steinman v. Levine, Delaware Supreme Court (No. 708, 2002), Court of Chancery (C.A. No. 19107)

Successful dismissal of breach of fiduciary duty and fraud claims against directors and majority stockholder; affirmed by Supreme Court.


In re Pure Resources, Court of Chancery (C.A. No. 19876)

Preliminary injunction granted in reported opinion, enjoining tender offer by majority stockholder; case settled. Court awards attorneys' fee of $4.6 million.

RGC Int.l Investors, LDC v. Wrabetz et al., Delaware District Court (C.A. No. 03-0113-SLR)

Breach of fiduciary duty claims by preferred stockholder for defendant's inability to liquidate company.


RGC International Investors, LDC v. Tricord Systems, Inc., et al., Court of Chancery (C.A. No. 19535-NC)

Action to force NASDAQ listed company to liquidate and for damages resulting from breach of fiduciary duties to preferred stockholder

Dobler et al. v. Montgomery Cellular Holding Co., Inc., Court of Chancery (C.A. No. 18105)

Action for books and records under §220


RGC International Investors, LDC v. Greka Energy Corp. (post trial $13 Million Judgment)

Action by former preferred stockholder arising from sale of corporation to defendant, for breach of term sheet relating to conversion upon sale of corporation of preferred stock into short term note (obtained judgment after trial for the amount of the note, plus interest and attorney's fees).


Continental Ins. Co. v. Rutledge & Co., Court of Chancery (C.A. No. 15539)

Action for breach of limited partnership agreement involving dissolution and valuation of illiquid securities; defendants' liability established in reported opinion, damages issues settled before trial.


Brashears v. 1717 Capital Management Company, et. al., Delaware District Court (C.A. No. 02-1534-MPT)

Defense of insurance and securities claims

Consumers U.S., Inc. v. Anchor Glass Container Corp., Court of Chancery (C.A. No. 19151)

TRO and preliminary injunction proceeding to enjoin use of poison pill against large stockholder; settlement prior to trial.

Dobler et al. v. Montgomery Cellular Holding Co., Inc., Delaware Supreme Court (No. 496, 2004 -- $12.5 Million Judgment Affirmed, Attorney & Expert Fees Awarded, Appraisal Case)

The Delaware Supreme Court affirms the Chancery Court's $12.7 million judgment in Dobler v. Montgomery Cellular Holding Co., while reversing the Chancery Court in awarding nearly one million dollars in attorney and expert fees. This is the first known award of legal fees for an appraisal case in Delaware.

Meizell v. Kursh, Court of Chancery (C.A. No. 16218)

Limited partnership dispute involving redemption rights and sale of property pursuant to condemnation statute; settlement before trial.

Newell & Associates, Inc. v. Newell, Court of Chancery (C.A. No. 16113)

TRO and expedited proceedings under section 225 for determination of directors of corporation; TRO granted, settlement before trial.

Pack & Process, Inc. v. Director of Revenue, Superior Court (C.A. No. 97C-02-190-VAB)

Commerce clause challenge to the constitutionality of provision of Delaware Gross Receipts Tax; action mooted after briefing when General Assembly amended statute to correct constitutional defect.

Rudolph v. Southwest Bancorp, Court of Chancery (C.A. No. 13618)

Class action for breach of fiduciary duty in short form freezeout merger; settlement after multi-million dollar judgment in related appraisal action.

Snyder v. Snyder, et al., Court of Chancery (C.A. No. 19724)

Action for change of control and breach of fiduciary duty based on wrongful stock issuance; settlement reached after three day trial.

Tsunemi v. Glassman, Court of Chancery (C.A. No. 17563)

Section 225 action for determination of directors of corporation; settlement before trial.

Panex Indus. Stockholders. Liquidating Trust, Court of Chancery and Supreme Court (C.A. No. 13584-NC)

Representing claimant large oil company in action against former trustees of liquidating trust for protection of assets and recoupment of past corporate and trust distributions.


Kossak v. Gilbert, Court of Chancery (C.A. No. 17198)

Action for rescission of improperly issued dilutive stock and award of attorney's fees for defendants bad faith; transaction rescinded by directors and judgment by Court awarding bad faith attorneys' fees.

In re Carver Bancorp, Inc., Court of Chancery (C.A. No. 17743-NC)

Defense of fiduciary duty claims involving improper issuance of stock for purpose of tilting contested proxy contest; preliminary injunction defeated, settlement before trial.


Bausch & Lomb Inc. v. Wesley Jessen VisionCare, Inc., Court of Chancery (C.A. No. 17963)

Challenge to lawfulness of merger agreement between Wesley Jessen and Ocular; merger abandoned before trial.

Hills Stores Co. v. Bozic, Court of Chancery (C.A. No. 14527, C.A. No. 14460, C.A. No. 14787)

Prosecution of breach of fiduciary duty in triggering change of control provisions; settlement before trial.