POWERFUL ADVOCATES

Shareholder Activism Task Force

  • successfully defended a Nasdaq-traded company against a hostile takeover bid and proxy contest

  • successfully defended a publicly held bank holding company in a proxy contest by an activist shareholder, and advised the company on its acquisition by a major financial institution for approximately $400 million

  • defended a New Jersey-based publicly held company in threatened proxy contest, including advising the company with respect to its annual meeting, declaration of a special dividend and ongoing reporting issues in connection with a hostile shareholder seeking a board seat

  • represented and counseled numerous publicly traded companies in responding to shareholder pre-suit demands for corporate records

  • advised multiple publicly traded companies in connection with the adoption of shareholder rights plans (poison pills)

  • represented an NYSE-traded REIT that owned a portfolio of West Coast shopping centers in negotiating a favorable settlement of shareholder lawsuits challenging its $4 billion sale

  • represented numerous public companies in merger-related litigation, both acquirers and targets, including defeating TROs and preliminary injunctions to stop or delay mergers

  • represented numerous companies in shareholder derivative litigation asserting breach of fiduciary duty claims against individual directors, including management entrenchment claims

  • defended a publicly held corporation in two temporary restraining order and three preliminary injunction hearings in federal and state court in which the corporation's largest shareholder sought to enjoin a $400 million stock sale transaction

  • representation of the majority shareholder in defeating a preliminary injunction seeking to enjoin the acquisition of a public company by a private equity firm

  • obtained dismissal of a derivative claim against corporate directors relating to bonuses given to management in connection with sale of the company's three operating divisions

  • defended directors against claims that due to self-interest, they had not obtained a sufficiently high price when selling the company's principal asset

  • obtained dismissal of a derivative action challenging the board's adoption of change in control agreements and other executive compensation packages as a breach of fiduciary duty

  • represented the founder and majority shareholder of a publicly traded technology company in a breach of fiduciary duty action arising from a going-private merger

  • defended a publicly traded bank holding company against shareholder disenfranchisement claims.