Expertise

Representative Cases

• Voigt v. Metcalf, et al. (Delaware Court of Chancery) (C.A. No. 2018-0828-JTL)

  Secured a $100 million cash recovery for the injured corporation and its stockholders.

• Lacey v. Larrea, et al. (Delaware Court of Chancery) (C.A. No. 11779-VCG)

  Secured a $50 million cash recovery for the stockholder class.

• In re AmTrust Financial Services, Inc. Stockholder Litigation (Delaware Court of Chancery) (C.A. No. 2018-0396-AGB)

  Secured a $40 million cash recovery for the stockholder class.

• The Williams Companies Stockholder Litigation (Delaware Court of Chancery) (C.A. No. 2020-0707-KSJM)

  Secured a post-trial judgment--and subsequent Delaware Supreme Court affirmance--enjoining a "poison pill" shareholder rights plan adopted by The Williams Companies, Inc. and finding breaches of fiduciary duties by all directors who adopted the pill.

• H&N Management Group, Inc. & Aff Cos Frozen Money Purchase Plan v. Couch, et al. (Delaware Court of Chancery) (C.A. No. 12847-VCMR)

  Secured a $33.5 million cash recovery for AGNC and its stockholders.

• Hawkes v. Toronto-Dominion Bank, et al. (Delaware Court of Chancery) (C.A. No. 2020-0360-PAF))

  Secured a $31.5 million cash recovery for the stockholder class.

• Appel v. Berkman, et al. (Delaware Court of Chancery) (C.A. No. 12844-VCMR)

  After, e.g., securing a reversal from the Delaware Supreme Court, obtained a $25.5 million cash recovery for the stockholder class.

• Lacey v. Larrea, et al. (Delaware Court of Chancery) (C.A. No. 2019-0312-LWW)

  Secured a $24.5 million cash recovery for Southern Copper Corporation and its stockholders.

• Schechter, et al. v. Calamos, et al. (Delaware Court of Chancery) (C.A. No. 2017-0356-JTL)

  Secured a roughly $22 million cash recovery for the stockholder class.

• Chester County Employees Retirement Fund v. KCG Holdings, Inc. (Delaware Court of Chancery) (C.A. No. 2017-0421-JTL)

  Secured a $22 million cash recovery for the stockholder class.

• Aldridge v. Blackmore, et al. (Delaware Court of Chancery) (C.A. No. 12196-CB)

  Secured a $20 million cash recovery for TerraForm Global, Inc. and its stockholders.

• Vero Beach Police Officers' Retirement Fund v. Bettino, et al. (Delaware Court of Chancery) (C.A. No. 2017-0624-JRS)

  Secured a $17.95 million cash recovery fund for TD Ameritrade Holding Corporation and its stockholders.

• In re HomeFed Corporation Stockholder Litigation (Delaware Court of Chancery) (C.A. No. 2019-0592-LWW)

  Secured a $15 million cash recovery for the stockholder class.

• Makris v. Ionis Pharmaceutical Inc., et al. (Delaware Court of Chancery) (C.A. No. 2021-0681-LWW)

  Secured a $12.5 million cash recovery for the stockholder class.

• In re Tangoe, Inc. Stockholders Litigation (Delaware Court of Chancery) (C.A. No. 2017-0650-JRS)

  Secured a $12.5 million cash recovery for the stockholder class.

• In re ArthroCare Stockholder Litigation (Delaware Court of Chancery) (C.A. No. 9445-VCL)

  Secured a $12 million cash recovery for the stockholder class.

• Haverhill Retirement System v. Kerley, et al. (Delaware Court of Chancery) (C.A. No. 11149-VCL)

  Secured a $10 million cash recovery for Providence Service Corp. and its stockholders.

• Morris v. Spectra Energy Partners (DE) GP, LP (Delaware Court of Chancery) (C.A. No. 2019-0097-SG)

  After, e.g., securing a reversal from the Delaware Supreme Court, obtained a $7.5 million cash recovery for the unitholder class.

• Asbestos Workers' Philadelphia Pension Fund v. Avril, et al. (Delaware Court of Chancery) (C.A. No. 2019-0633-SG)

  Secured a $5.6 million cash recovery.

• Ann Arbor City Employees Retirement System v. Katzenberg (Delaware Court of Chancery) (C.A. No. 12507-CB)

  Secured a $4.5 million cash recovery for the stockholder class.

• Olenik v. Lodzinski, et al. (Delaware Court of Chancery) (C.A. No. 2017-0414-JRS)

  Secured a $3.5 million cash settlement recovery and significant corporate governance reforms.

• Tera v. HC2 Holdings, Inc. (Delaware Court of Chancery) (C.A. No. 2020-0275-JRS)

  Class action challenging the board of HC2 Holdings, Inc.'s ("HC2") use of proxy puts to oppose a campaign to remove and replace the company's incumbent directors with a slate of dissident directors. After the Court granted the Plaintiff's motion to expedite, the HC2 board, inter alia, approved the dissident directors for purposes of defusing the proxy puts and obtained waivers from preferred stockholders in connection with the proxy puts.

• Hawkes v. Bettino, et al. (Delaware Court of Chancery) (C.A. No. 2020-0360-PAF)

  Class action challenging proposed merger of TD Ameritrade Holding Corporation ("Ameritrade") and The Charles Schwab Corporation as, inter alia, violative of DGCL Section 203 ("Section 203"). On May 15, 2020, the Court granted Plaintiff's motion for expedition. Thereafter, Ameritrade provided Ameritrade stockholders with certain Section 203-related disclosures and asked stockholders to approve the transaction by the affirmative vote of at least 66 2/3% of the outstanding unaffiliated shares of Ameritrade common stock.

• In re VAALCO Energy, Inc. Consolidated Stockholder Litigation (Delaware Court of Chancery) (C.A. No. 11775-VCL)

  Secured invalidation of unlawful charter and bylaw provisions that prohibited stockholders from removing directors with or without cause in violation of Section 141(k) of the Delaware General Corporation Law.

• Assad v. Telenav, Inc., et al (Delaware Court of Chancery) (C.A. No. 2020-0950-JTL)

  Class action challenging proposed going-private merger (the "Merger") involving Telenav, Inc. ("Telenav") as violative of DGCL Section 203 ("Section 203"). In response to the action, the Defendants agreed to condition the Merger on the affirmative vote of 66 2/3% of Telenav's unaffiliated shares.

• Recovery Action Against Leading Digital Asset/Cryptocurrency Exchange

  Secured a full recovery for an investor in connection with a dispute involving a leading cryptocurrency exchange, which had appropriated a significant amount of the investor's digital currency.

• Norfolk County Retirement System v. Sangwoo Ahn & Furmanite Corp., et al. (Delaware Court of Chancery) (C.A. 10727-VCG)

  Secured elimination of improper "dead hand" poison pill.

• City of Riviera Beach General Employees Retirement System v. Aaron's Inc., et al. (Superior Court, Gwinnet County, Georgia)

  Secured remediation of unlawfully composed classified board of directors.

• City of Atlanta Firefighters' Pension Fund v. Creel, et al. (Delaware Court of Chancery) (C.A. No. 9924-CB)

  Secured waiver of standstill provisions in non-disclosure agreements with potential acquirers that prevented potential acquirers from submitting competing bids for the company.

• Miller v. Bolduc, et al. (Commonwealth of Massachusetts Superior Court) (C.A. No. 15-0807-BLS)

  Compelled company to hold its first annual meeting in over five years, and put to a shareholder vote a compensation plan amendment that allowed for significant stock options to company insiders.

• In re Dell Technologies Inc. Class V Stockholders Litigation (Delaware Court of Chancery) (C.A. No. 2018-0816-JTL)

  Class action challenging Dell Technologies Inc.'s ("Dell") late 2018 reclassification of its stock, which was valued at over $20 billion. On March 18, 2019, Vice Chancellor J. Travis Laster resolved a leadership contest by issuing an order selecting FOT, Quinn Emanuel Urquhart & Sullivan LLP, Labaton Sucharow LLP and Andrews & Springer LLC to represent Dell's stockholders in this action. On June 11, 2020, Vice Chancellor Laster denied in substantial part the Defendants' motions to dismiss. Following fact and expert discovery, the parties agreed to settle the action for $1 billion.

• In re Baker Hughes, a GE Company Derivative Litigation (Delaware Court of Chancery) (C.A. No. 2019-0201-AGB)

  Derivative action challenging a series of transactions entered into between Baker Hughes, a GE Company and General Electric Company on November 13, 2018. On October 8, 2019, the Court denied in substantial part the Defendants' motions to dismiss. The Board thereafter formed a special litigation committee ("SLC") to investigate the Plaintiffs' claims. The SLC subsequently moved to terminate the action, and Plaintiffs have opposed that motion.

• Tornetta v. Musk, et al. (Delaware Court of Chancery) (C.A. No. 2019-0408-JRS)

  Derivative action challenging executive compensation plan for Elon Musk with a grant date fair value of $2.6 billion to $3.7 billion, and a potential value of approximately $55 billion. On September 20, 2019, the Court denied in full the Defendants' motions to dismiss. Trial occurred between November 14 and November 18, and the parties are now engaging in post-trial briefing.

• Salladay v. Lev, et al. (Delaware Court of Chancery) (C.A. No. 2019-0045-SG)

  Class action challenging the going-private merger of Intersections Inc. with WC SACD One., Inc., which was consummated on January 11, 2019. On February 27, 2020, the Court denied the Defendants' motion to dismiss. The parties have agreed to settle the action.

• Lenois v. Lawal, et al. (Delaware Court of Chancery) (C.A. No. 11963-VCMR)

  Class and derivative action alleging an unlawful plan and scheme through which, in 2013, Erin Energy Corporation's ("Erin Energy") board of directors and the company's CEO and chairman agreed to purchase troubled Nigerian oil assets at an egregiously unfair price from a company controlled by Erin Energy's CEO and chairman. FOT and its co-counsel filed the Action on behalf of the Plaintiff in February 2016. The trial court subsequently dismissed the derivative claims on the basis that demand was not excused. While the appeal of that dismissal was pending, Erin filed for bankruptcy. Erin's Chapter 7 trustee then sought to pursue the claims via a motion for realignment and/or a motion for relief from judgment, which the Chancery Court denied, thereby dismissing the Action. In a December 9, 2021 decision, the Delaware Supreme Court reversed the Chancery Court's dismissal of the Action.

• In re Coty Inc. Stockholder Litigation (Delaware Court of Chancery) (C.A. No. 2019-0336-AGB)

  Class and derivative action challenging JAB Holding Company's acquisition of voting control of Coty Inc. through a tender offer consummated on April 30, 2019. In a decision dated August 17, 2020, the Court denied in full the Defendants' motions to dismiss. Following fact and expert discovery, the parties agreed to settle the action.

• Tornetta v. Maffei, et al. (Delaware Court of Chancery) (C.A. No. 2019-0649-AGB)

  Class action challenging Sirius XM Holdings Inc.'s 2019 acquisition of Pandora Media, Inc. On February 23, 2021, the Court denied in part the Defendants' motions to dismiss the action, which is now in the expert phase.

• In re Tilray, Inc. Reorganization Litigation (Delaware Court of Chancery) (C.A. No. 2020-0137-KSJM)

  Class and derivative action challenging conflicted corporate reorganization of Tilray, Inc. In a decision dated June 1, 2021, the Court denied in full the Defendants' motions to dismiss the action. The Board thereafter formed a special litigation committee ("SLC") to investigate the Plaintiffs' claims. The SLC process remains ongoing.

• Dinkevich v. Deutsche Telekom AG, et. al. (Delaware Court of Chancery) (C.A. No. 2021-0479-PAF)

  Class and derivative action challenging a series of agreements arising out of a merger agreement between T-Mobile and Sprint Corporation. On January 18, 2023, Vice Chancellor Paul A. Fioravanti, Jr. substantially denied the motions to dismiss filed by the Defendants. The action is now in the discovery phase.