Shareholder and Securities Litigation
Representing Darwin Deason, Xerox’s third-largest shareholder, in a New York State action to stop a change of control transaction between Fuji and Xerox and for damages against Fuji for aiding and abetting breaches of fiduciary duty by the Xerox board. Obtained a preliminary injunction of the transaction after a two-day evidentiary hearing and defeated motions to dismiss by Xerox board and Fuji. Also obtained, for the first time in New York, an injunction of a company’s advance notice bylaw provision and secured the right of Xerox shareholders to nominate new director candidates even after Xerox’s director nomination deadline had passed.
Representing Global Brokerage, Inc. and its CEO and CFO in a federal securities class action filed in SDNY alleging claims under Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934.
Representing the Board of Directors of Global Brokerage, Inc. in a shareholder derivative action filed in SDNY alleging claims under Section 14(a) of the Securities and Exchange Act of 1934.
Representing the Board of Directors of FXCM, Inc. in a shareholder derivative action filed in Delaware Chancery Court alleging claims for breaches of fiduciary duty and corporate waste.
Representing PricewaterhouseCoopers Auditores Independentes in a federal securities class action and individual actions filed in SDNY alleging claims under Section 10(b) of the Securities and Exchange Act of 1934, Section 11 of the Securities Act of 1993 and various state law claims. Obtained dismissal of the Section 10(b) and state law claims on a motion to dismiss.
Representing PricewaterhouseCoopers in shareholder derivative action filed in Delaware Court of Chancery alleging claim for aiding and abetting breach of fiduciary duty.
Representing Alliance MMA, Inc. and its CEO and CFO in a federal securities class action filed in DNJ alleging claims under Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934.
Represented FXCM, Inc., its CEO and CFO in a federal securities class action filed in SDNY alleging claims under Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934. Obtained dismissal of all claims, with prejudice, on a motion to dismiss.
Represented the former CEO of CTPartners in a federal securities class action filed in SDNY alleging claims under Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934. Obtained dismissal of all claims on a motion to dismiss.
Represented a foreign individual in a federal securities class action filed in DNJ alleging claims under Sections 11 and 12(a)(2) of the Securities Act of 1933.
Represented Sino Gas International Holdings, Inc., in a class action filed in Utah state court alleging claims for breach of fiduciary duty and seeking to enjoin Sino Gas’ going-private merger transaction.
Represented Deutsche Bank Securities in several private securities fraud actions involving naked short selling activities.
Represented Bear Stearns Companies, Inc. in federal and state shareholder actions filed in NY and Delaware relating to its merger with JPMorgan Chase & Co.
Represented a group of underwriters of three offerings of securities, aggregating in excess of $3 billion, issued by The Williams Companies in a federal securities class action filed in ND Oklahoma alleging claims under Sections 11 and 12(a)(2) of the Securities Act of 1933.
Represented Majesco Entertainment and its officers and directors in a federal securities class action and separate shareholder derivative action filed in DNJ.
Represented Group 1 Software and its Board of Directors in a shareholder class action filed in Maryland state court seeking to enjoin Group 1’s merger with Pitney Bowes.
Commercial Litigation
Representing Forex Capital Markets LLC in consumer class actions in SDNY alleging claims of breach of contract, breach of fiduciary duty, negligence and consumer fraud.
Representing Porsche AG and Porsche Cars North America, Inc., in an action filed by NJ Attorney General alleging consumer fraud claims.
Representing Petersen Energia Inversora, S.A.U. and Petersen Energia, S.A.U. in a SDNY action against the Argentine Republic and YPF, S.A., alleging claims for breach of contract and promissory estoppel arising from defendants’ failure to comply with their tender offer requirements.
Representing The Renco Group and other affiliated entities in an action filed by the Fluor Corporation in Missouri state court alleging claims of breach of contract, tortious interference and veil piercing.
Representing director of public company in a SDNY action alleging claim for tortious interference with contract.
Representing real estate investment companies in a SDNY declaratory judgment action against Bank of China.
Represented Major Energy Services in a breach of contract action filed in NY state court.
Represented NY Giants quarterback, Eli Manning, in an action filed in NJ state court alleging claims for violation of RICO and other torts.
Represented a Canadian company in a U.S. copyright infringement action filed in SDNY.
Represented Bank of America in several state and federal actions involving the repurchase of loans sold in mortgage-backed securitizations.
Represented private equity funds and their executives in a federal WARN Act suit filed in SDNY. Obtained dismissal of claims on a motion to dismiss.
Represented several foreign directors and officers of a U.S. public company in an action filed in Delaware Chancery Court alleging claims for breach of contract, breach of fiduciary duty and fraud related to a corporate merger.
Represented General Atomic Technologies Corporation in an action involving RICO and antitrust claims related to its uranium mining businesses.
Represented Ambac in a breach of contract action concerninglease financing and credit default swap agreements.
Represented Value Health Care, an affiliate of Omnicare, Inc., in a breach of contract action filed in Connecticut state court seeking to enforce a $5 million guaranty agreement.
Bankruptcy Litigation
Representing Citigroup Global Markets Inc. and Citigroup Global Markets Limited in an adversary proceeding filed in the Thornburg Mortgage bankruptcy cases in Maryland seeking to avoid over $2 billion in transfers and other obligations that Thornburg made or assumed prior to bankruptcy. Obtained dismissal of the federal and state constructive fraudulent transfer claims asserted by the Trustee.
Representing Citibank, N.A. and its affiliates, as participants in a reserve-based first lien loan facility, in connection with the Chapter 11 bankruptcy case of Sabine Oil & Gas Corp.
Represented Vertis Inc. in its Chapter 11 bankruptcy, including various contested matters. Successfully enjoined a third party from tortiously interfering with the debtors’ existing contractual and business relationships and obstructing the sale of the debtors’ businesses.
Represented Lyondell Chemical Company in its Chapter 11 bankruptcy. Secured approval of the largest privately-financed debtor-in-possession financing package at the time, obtained an injunction against claims against non-debtor European affiliates who guaranteed claims of the debtors, and defended the debtors in numerous contested matters filed by the unsecured creditors’ committee and other individual creditors.
Represented Apollo Health Street, Inc. in a contested involuntary bankruptcy petition filed against Apollo by certain of the company’s creditors and obtained dismissal of the case in just three weeks. Also, represented Apollo in a separate lawsuit against the petitioning creditors and obtained significant monetary recovery for Apollo.
Represented US Bank, N.A. as indenture trustee of debt issued with respect to leveraged leases of two Dynegy power generation facilities in the Dynegy Holdings LLC bankruptcy.
Represented several major creditors and trading counterparties in the Lehman Brothers bankruptcy cases and provided advice concerning the liquidation of contracts and trades involving commodities, foreign exchange, interest rate, credit default swaps and other derivative products.
Represented Icahn Associates as secured lender defeating subordination and other claims in the Blockbuster chapter 11 cases.
Represented Bay Harbour and affiliated funds and individuals in breach of fiduciary duty and veil piercing claims brought by the creditors committee in the Steve & Barry’s bankruptcy. Obtained dismissal of all claims, which was affirmed by the District Court.
Represented Enron Corp. as debtor-plaintiff in more than 40 separate adversary proceedings in its Chapter 11 cases seeking to recover monies owed to the Enron estate under swaps, forwards, and other derivative contracts. Recovered $2 billion for, and eliminated several billion dollars of claims against, the estate.
Represented Northwest Airlines as debtor in several adversary proceedings and contested matters related to its Chapter 11 cases, including defeating challenges to plan confirmation filed by official and ad hoc committees, achieving substantive consolidation of certain debtors, and obtaining seminal decision disallowing over $1.2 billion of claims filed by a flight attendant union on grounds that damage claims do not arise from rejection of collective bargaining agreements.
Government Investigations and Regulatory Proceedings
Represented FXCM LLC in a regulatory proceeding filed by the CFTC in SDNY.
Represented a public company in investigations by the CFTC, NFA and FCA.
Represented a Fortune 500 company in accounting fraud investigation by the SEC.
Represented an individual in postal fraud investigation by the DOJ.
Represented various companies in state and federal government investigations involving late trading, market timing and market manipulation.
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