Highfields v. AXA Financial, Inc., C.A. No. 804-VCL (August 27, 2007)
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)
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)
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)
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)
Kronenberg v. Katz, Supreme Court, Court of Chancery (C.A. No. 19964)
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)
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)
RGC Int.l Investors, LDC v. Wrabetz et al., Delaware District Court (C.A. No. 03-0113-SLR)
RGC International Investors, LDC v. Tricord Systems, Inc., et al., Court of Chancery (C.A. No. 19535-NC)
Dobler et al. v. Montgomery Cellular Holding Co., Inc., Court of Chancery (C.A. No. 18105)
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)
Meizell v. Kursh, Court of Chancery (C.A. No. 16218)
Newell & Associates, Inc. v. Newell, Court of Chancery (C.A. No. 16113)
Pack & Process, Inc. v. Director of Revenue, Superior Court (C.A. No. 97C-02-190-VAB)
Rudolph v. Southwest Bancorp, Court of Chancery (C.A. No. 13618)
Snyder v. Snyder, et al., Court of Chancery (C.A. No. 19724)
Tsunemi v. Glassman, Court of Chancery (C.A. No. 17563)
Panex Indus. Stockholders. Liquidating Trust, Court of Chancery and Supreme Court (C.A. No. 13584-NC)
Kossak v. Gilbert, Court of Chancery (C.A. No. 17198)
In re Carver Bancorp, Inc., Court of Chancery (C.A. No. 17743-NC)
Bausch & Lomb Inc. v. Wesley Jessen VisionCare, Inc., Court of Chancery (C.A. No. 17963)
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.
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