FirstCity Financial Corporation Merger Litigation
Represented acquired entity, FirstCity Financial Corporation and its board of directors in connection with two shareholder class actions (filed in Texas and Delaware) alleging breaches of fiduciary duty in connection with the board’s approval of an acquisition of the company by Värde Partners, Inc.
Joe W. and Dorothy Dorsett Brown Foundation v. Frazier Healthcare V, L.P., et al.
Represented multiple funds as alleged majority controlling bloc of a Delaware corporation in minority shareholder suit filed in the U.S. District Court for the Western District of Texas, arising from the sale of Ascension Orthopedics to Integra LifeSciences. Argued and won decisions in the trial court and in the Fifth Circuit Court of Appeals dismissing alleged improper equity dilution and minority shareholder oppression claims under Delaware law.
Frozen Food Express Special Litigation Committee
Represented independent directors of Frozen Food Express Industries, Inc. in multiple suits filed in state and federal court arising from the company’s announced acquisition by Duff Brothers Capital. Argued against and defeated shareholder plaintiffs’ motion for preliminary injunction to halt the transaction, and obtained subsequent voluntary dismissal of all actions.
In re AT&T, Inc. Shareholder Derivative Litigation
Represented the directors of AT&T, Inc. in a shareholder derivative lawsuit filed in Dallas County Court at Law, asserting breaches of fiduciary duty under Delaware law. Obtained dismissal of petition for failure by plaintiff to adequately plead futility of a pre-suit demand to the board.
Antitrust Counseling in Proposed Telecommunications Acquisition
Represented AT&T before the DOJ and FCC on antitrust matters related to proposed acquisition of T-Mobile USA, including pre-merger integration counseling and planning.
Animal Health International, Inc. Acquisition Litigation
Represented Lextron, Inc. in connection with the successful acquisition of Animal Health International, Inc., and five shareholder class actions filed in Delaware and Texas state courts, alleging breaches of fiduciary duties by the target's directors, and purported aiding and abetting by the acquiror.
Silverleaf Resorts, Inc. Derivative Litigation
Represented Cerberus Capital Management and its affiliates in connection with the successful acquisition of Silverleaf, a Texas corporation, and related state court derivative litigation alleging breaches of fiduciary duties by the target's directors, and purported aiding and abetting by the acquiror.
In re EF Johnson Technologies, Inc. Consolidated Shareholder Litigation
Represented acquired entity, EF Johnson Techonologies, Inc. and its board of directors in two shareholder class actions filed in Texas state court alleging breaches of fiduciary duty in connection with the board’s approval of an acquisition of the company by Francisco Partners.
In re Arena Resources, Inc. Shareholder Litigation
Represented acquired entity, Arena Resources, Inc., and its board of directors in nine shareholder class actions filed in two Nevada state courts, two Oklahoma state courts, and Oklahoma federal court, alleging breaches of fiduciary duty in connection with the board’s approval of the $1.6 billion acquisition of the company by SandRidge Energy, Inc.
ICO, Inc. Special Litigation Committee
Represented the Special Litigation Committee of ICO, Inc. in connection with investigating and resolving allegations raised in a shareholder derivative suit filed in Harris County, Texas, alleging breaches of fiduciary duty in connection with the ICO board’s approval of an acquisition of the company by A. Schulman, Inc.
In re Parallel Petroleum Corporation Shareholder Litigation
Represent acquired entity, Parallel Petroleum Corporation, and its board of directors in five shareholder class actions filed in Delaware Chancery Court, District Court of Midland County, Texas, and District Court of Harris County, Texas, alleging breaches of fiduciary duty in connection with the board’s approval of an acquisition of the company by Apollo Global Management, LLC.
In re Schmitz, 285 S.W.3d 451 (Tex. 2009)
In a significant victory for businesses that elect to incorporate under the laws of Texas, obtained the first ruling by the Texas Supreme Court on the strict statutory prerequisites for commencing shareholder derivative litigation. Clarified that a shareholder demand letter must provide meaningful notice of a corporation’s supposed wrongdoing.
Helen of Troy Securities Litigation
Represented a major marketer and distributor of personal care and houseware products in a putative securities class action arising from revisions to sales and earnings projections.
Trilogy, Inc., Versata Enterprises, Inc. (Selectica v. Versata)
Represented a provider of enterprise software solutions in the Delaware Chancery Court and Delaware Supreme Court in the trial and appeal of the first case to challenge the validity of a 4.99% shareholder rights plan (or net operating loss “poison pill”), arising from the triggering of the pill and the subsequent dilution of the investor’s holdings.
Frozen Food Express Derivative Litigation
Represented special litigation committee of one of the country's largest temperature-controlled transportation services companies in investigating breach of fiduciary duty claims arising from related-party transactions.
Microtune Corporation Derivative Litigation
Obtained a motion to dismiss the purported stockholder derivative lawsuit. The lawsuit alleged various claims, including breach of fiduciary duties and violations of the Securities Exchange Act of 1934, as amended, related to the company’s historical stock option granting practices described in its Annual Report. Pedroli v. Bartek,
564 F. Supp.2d 683 (E.D. Tex. 2008).
The Blackstone Group
Defense of The Blackstone Group against "aiding and abetting" claims asserted in class action brought in Texas state court by shareholders of Alliance Data Systems, in connection with intended merger and acquisition transaction.
Flowserve Corporation Securities Litigation
Defending a worldwide manufacturer of pumps, valves and seals for flow control systems in a class action alleging securities fraud arising from accounting restatement, merger integration issues, and missed earnings projections. Obtained an order denying class certification and granting complete summary judgment in favor of the defendants, which was remanded for further proceedings after appeal.
Energytec, Inc. Litigation
Represent a securities broker in a federal suit alleging, among other things, federal securities fraud and violations of violation of Texas securities statutes, and obtained dismissal of those claims against our client. Energytec, Inc. v. Proctor
, 516 F.Supp.2d 660 (N.D. Tex. 2007).
Fleming Companies Securities Litigation
Defended underwriters of a grocery wholesaler's secondary stock offering against a class action alleging accounting misstatements were made in the offering registration statement and prospectus.
La Quinta Corporation Shareholder Derivative Litigation
Represented a public company in the hotel industry as a nominal defendant, in a putative derivative suit filed in Texas state court alleging fiduciary duty violations in connection with the Board’s approval of an acquisition of the company.
Dynegy Inc. Securities and Derivative Litigation
Represented Dynegy Inc. in putative securities class action and in shareholder derivative suits arising from allegations of fraudulent accounting treatment of certain energy contracts and a natural gas transaction, and from purported energy market manipulation.
Wyndham International, Inc. Derivative Litigation
Represented certain directors of Wyndham International, Inc., and the company as nominal defendant, in a putative derivative suit filed in federal court in the Northern District of Texas alleging fiduciary duty violations in connection with the Board's approval of an acquisition of the company.
pcOrder.com, Inc. Securities Litigation
Obtained a dismissal of a putative class action brought under Section 10(b) of the Securities Exchange Act of 1934 against an e-commerce software company, its public subsidiary, and certain directors and officers alleging a lack of internal controls, improper revenue recognition, and undisclosed sales and product problems. Alcina v. pcOrder.com, Inc., 230 F. Supp. 2d 732 (W.D. Tex. 2002). In a companion case under Section 11 of the Securities Act of 1933, we successfully opposed class certification on grounds that the proposed class representatives lacked standing to sue and that the proposed representatives and their counsel were inadequate. Krim v. pcOrder.com, Inc., 210 F.R.D. 581 (W.D. Tex. 2002). We obtained dismissal of the remaining individual plaintiffs’ claims. Krim v. pcOrder.com, Inc., 2003 WL 21076787 (W.D. Tex. May 5, 2003). That ruling was affirmed on appeal by the Fifth Circuit. 402 F.3d 489 (5th Cir. March 1, 2005).
Triton Energy Corp. Securities Litigation
Defended an oil and gas company in a putative class action alleging misrepresentations and omissions regarding the company's oil and gas production prospects, and the status of a bidding process for the company's assets.
Defense of two suits against not-for-profit healthcare system in putative class action litigation asserting claims of discriminatory pricing. Removed the actions to federal court, successfully opposing remand. Harrison v. Christus Health, 2005 WL 3989794 (W.D. La. Sept. 1, 2005); Bobo v. Christus Health, 359 F. Supp. 2d 552 (E.D. Tex. 2005). Obtained dismissals of all federal and common law claims in both suits. Harrison v. Christus St. Patrick Hospital, 2006 WL 1217280 (W.D. La. May 3, 2006); Bobo v. Christus Health, 227 F.R.D. 479 (E.D. Tex. 2005).
Intelect, Inc. Securities Litigation
Successfully opposed class certification in an action brought under Section 10(b) of the Securities Exchange Act of 1934 against a manufacturer of fiber-optic, multi-service access platform products and video communication products arising out of a restatement of the company’s quarterly financial results. The court denied class certification on the ground that the proposed class representatives were inadequate. Umsted v. Intelect, Inc.,
2003 WL 79750 (N.D. Tex. Jan. 7, 2003).
FirstPlus Securities Litigation
Defended a specialized finance company, its chief executive officer, president and its chief financial officer alleging misrepresentations in connection with accounting for securities transactions. We obtained dismissal of the claims against the chief financial officer, and successfully negotiated a settlement of the claims against the remaining defendants.
Capstead Mortgage Corporation Securities Litigation
Obtained a dismissal of a federal suit against a REIT that engaged in mortgage-backed assets and mortgage services, and certain officers and directors, alleging that federal securities laws were violated through the company’s accounting and other disclosures. In re Capstead Mortgage Corp. Sec. Litig.,
258 F. Supp. 2d 533 (N.D. Tex. 2003).
We defeated plaintiffs’ subsequent motion to vacate the dismissal and to allow further amendments to the complaint. In re Capstead Mortgage Corp. Sec. Litig.,
2003 U.S. Dist. LEXIS 16525 (N.D. Tex. Sept. 19, 2003).
Triton Energy Corp. Securities Litigation - Texas State Court
Obtained dismissal of claims by certain shareholders filed in Texas state court against an oil and gas company and two of its officers alleging misrepresentations in connection with a bidding process for the company's assets and an announcement of certain accounting write-downs, Sherman v. Triton Energy Corp
., 124 S.W.3d 272 (Tex. App. - Dallas, 2003), and subsequently obtained summary judgment against the remaining plaintiff shareholders.
The Pinnacle Fund, L.P. v. World Wireless Communications, Inc.
Successfully represented hedge fund as plaintiff in action arising from the defendant company’s failure to register shares with the SEC as required by the offering materials in a PIPE transaction.
ViaGrafix Corp. Securities Litigation
Obtained a dismissal with prejudice of a putative class action against an issuer and certain individuals under Section 11 of the Securities Act, arising out an initial public offering by a provider of interactive training and educational course products for the information technology market. Special Situations Fund III, L.P. v. ViaGrafix Corp.,
2001 WL 182666 (N.D. Tex. Jan. 22, 2001).