Shareholder and Securities Litigation
Defending GAP Inc. and other individual named defendants in a federal securities class action filed in EDNY alleging claims under Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934.
Defending 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.
Defending 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.
Defended 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.
Represented 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.
Defended Conduent Inc. and certain of its directors and officers in federal securities class action filed in DNJ alleging claims under Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934.
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.
Defended PricewaterhouseCoopers in shareholder derivative action filed in Delaware Court of Chancery alleging claim for aiding and abetting breach of fiduciary duty. Obtained voluntary dismissal of action, with prejudice, post motion to dismiss filing.
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.
Defended 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; affirmed by Second Circuit.
Defended 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.
Defended 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.
Defended 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.
Defended 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.
Defended Deutsche Bank Securities in several private securities fraud actions involving naked short selling activities.
Defended Bear Stearns Companies, Inc. in federal and state shareholder actions filed in NY and Delaware relating to its merger with JPMorgan Chase & Co.
Defended 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.
Defended Majesco Entertainment and its officers and directors in a federal securities class action and separate shareholder derivative action filed in DNJ.
Defended 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 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. Obtained $16 billion judgment post-trial against the Argentine Republic, the largest damages award issued in NY, and now representing clients in enforcement proceedings.
Representing Novo Nordisk Inc. in DNJ action filed against U.S Department of Health and Human Services, CMS and others challenging the constitutionality and application of the prescription drug program established by the Inflation Reduction Act of 2022.
Representing Appleby Apartments L.P. in breach of contract action filed in New Jersey State Court arising from failed real estate purchase transaction.
Represented ad-hoc group of non-participating term lenders (including ICG, York Capital, Ellington, OFSI, Z Capital) of Boardriders, Inc. in breach of contract action against Boardriders and ad-hoc group of participating lenders filed in New York State Court. The action arose from defendants’ engagement in a no-pro-rata uptier transaction. Defeated motion to dismiss and obtained favorable settlement.
Defended Captain Paul Watson Foundation, Captain Paul Watson and Sea Shepherd Origins in trademark infringement and trade libel action filed in Vermont federal court.
Defended Senior Planning Services, largest Medicaid application assistor company, in nationwide consumer class action filed in DNJ. Obtained dismissal of complaint with prejudice.
Represented Global Rewards LLC in breach of contract action filed in DNJ.
Defended Thrivest Inc. in trade secret and breach of contract action filed in New York State Court.
Defended FXCM Holdings LLC in indemnification action filed in New York State Court. Obtained dismissal of action on summary judgment.
Defended Forex Capital Markets LLC in consumer class actions in SDNY alleging claims of breach of contract, breach of fiduciary duty, negligence and consumer fraud. Obtained voluntary dismissal of action with prejudice.
Represented former owners of Major Energy LLC in fraudulent inducement and breach of contract action filed in SDNY.
Defended TF Global in arbitration proceeding involving claims of breach of contract.
Defended Porsche AG and Porsche Cars North America, Inc., in action filed by NJ Attorney General alleging consumer fraud claims.
Defended The Renco Group and other affiliated entities in action filed by Fluor Corporation in Missouri state court alleging claims of breach of contract, tortious interference and veil piercing.
Defended director of public company in SDNY action alleging claim for tortious interference with contract.
Represented real estate investment companies in SDNY declaratory judgment action against Bank of China.
Defended NY Giants quarterback, Eli Manning, in action filed in NJ state court alleging claims for violation of RICO and other torts.
Defended Canadian company in U.S. copyright infringement action filed in SDNY.
Defended Bank of America in several state and federal actions involving the repurchase of loans sold in mortgage-backed securitizations.
Defended private equity funds and their executives in federal WARN Act action filed in SDNY. Obtained dismissal of claims on a motion to dismiss.
Defended several foreign directors and officers of a U.S. public company in action filed in Delaware Chancery Court alleging claims for breach of contract, breach of fiduciary duty and fraud related to a corporate merger.
Defended Ambac in breach of contract action concerning lease financing and credit default swap agreements.
Represented Value Health Care, an affiliate of Omnicare, Inc., in breach of contract action filed in Connecticut state court seeking to enforce a $5 million guaranty agreement.
Bankruptcy Litigation
Representing Yeshiva Chofetz Chaim Inc. in adversary proceeding filed in SDNY Bankruptcy Court involving claims of fraudulent transfer of real property. Defeated motion to dismiss.
Defended Citigroup Global Markets Inc. and Citigroup Global Markets Limited in 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, and favorable settlement.
Defended 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.
Defended Deutsche Bank in connection with litigation brought by foreign representative in the Oro Negro Chapter 15 filed in SDNY Bankruptcy Court.
Represented Deutsche Bank in connection with its role as collateral agent for in excess of $4 billion in priority guaranty notes in In re iHeartMedia bankruptcy case filed in S.D. Tex.
Represented Global Brokerage, Inc. in connection with its prepackaged Chapter 11 bankruptcy case and subsequent out-of-court restructuring in SDNY Bankruptcy Court.
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 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.
Defended Icahn Associates as secured lender defeating subordination and other claims in the Blockbuster chapter 11 cases.
Defended 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
Defending major investment bank in FINRA action arising from research report disclosure issues.
Defending private company in NJ AG investigation.
Defended Senior Planning Services in regulatory investigation by the CT AG. Secured dismissal of investigation without any finding of wrongdoing by client.
Defended Senior Planning Services in enforcement proceeding pursued by RI Unauthorized Practice of Law Committee. Secured post-hearing ruling of dismissal.
Defended FXCM LLC in regulatory proceeding filed by the CFTC in SDNY.
Defended a public company in investigations by the CFTC, NFA and FCA.
Defended a Fortune 500 company in accounting fraud investigation by the SEC.
Defended individual in postal fraud investigation by the DOJ.
Defended several companies in state and federal government investigations involving late trading, market timing and market manipulation.
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