Transactional Disputes

Represented a full-service home medical equipment company in connection with various corporate litigations, including claims seeking access to books and records pursuant to 8 Del. C. Section 220 and claims related to post-closing adjustments pursuant to the merger and asset purchase agreement.

Represented a nationwide hospital operator in claims brought by a purchaser of five of the operator’s hospitals. The purchaser sought approximately US$150 million in damages based on warranty claims and charges that the operator failed to disclose material information in due diligence.

Represented a prominent global financial institution in defending a multibillion-dollar lawsuit in New York federal court alleging aiding and abetting fraud, aiding and abetting breach of fiduciary duty, and various bankruptcy “clawback” claims arising out of the Chapter 11 bankruptcy of a major telecommunications company. Obtained successful dismissal of billions of dollars’ worth of claims at the pleading stage.

Represented a Chinese corporation in defense of a putative class action alleging securities fraud claims based upon alleged failure to disclose related party transactions and putative derivative litigation alleging claims for breach of fiduciary duty based upon the same conduct.

Represented a Pacific Northwest mining company in defending Securities and Exchange Act of 1934 and state fiduciary claims in federal and state courts seeking to enjoin acquisition. Injunctive relief was defeated in the state case and the federal case was summarily dismissed.

Represented the founders of an ecommerce company in a case arising out of its purchase by a private equity firm. Following a two-week trial and an extensive post-trial briefing, the founders won a significant verdict in their favor dismissing claims for aiding and abetting fraud, conspiracy to commit fraud, and unjust enrichment and defeating a claim for uncapped indemnification.

Represented a major telecom company in a suit against a television broadcasting company which sold the plaintiffs various tower assets. The suit involved breach of contract and fraud claims which were settled during a mediation prior to trial. A key question during discovery was the adequacy and accuracy of the seller’s representations during the due diligence period, as well as the broker’s representations leading up to the signing of the letter of intent.

Represented a publicly traded company in pursuing Directors and Officers liability insurance coverage for a securities class action and shareholder derivative litigation that ensued after the company was spun off by its former parent.

Represented a consortium of New York hospitals and an officer of the consortium in a claim under Directors and Officers and Errors and Omissions policies arising out of alleged violation of deal agreements.

Represented a healthcare client in securing payment for loss under a Representations and Warranties insurance policy.

Represented a publicly traded hospital company in arbitration arising from a spin-off where the former subsidiary alleged damages of hundreds of millions of dollars based upon claims of misrepresentation of earning capacity, the ability to handle the debt incurred in financing the transaction, and breach of certain transition services agreements (TSAs). After a four-week arbitration following expedited discovery, the panel issued a judgment in our client’s favor on all claims relating to the alleged misrepresentations and the majority of the TSAs contract claims.

Represented a telecom company with respect to various claims arising from a securities class action, property damage claims, multiple Employment Practices Liability Insurance-related disputes, hurricane-related losses, and merger-related litigation.