Cellstar Corp. Derivative Litigation
We defended a shareholder derivative suit against officers and directors of a company alleging claims for breach of fiduciary duties, waste and violations of Delaware statutes regarding the proposed divestiture of a significant portion of the company’s operations in Asia.
Dean Foods Company Derivative Litigation
Represent Dean Foods Company in shareholder derivative litigation in which current and former directors are alleged to have breached their fiduciary duties to the company by participating in, or failing to prevent, violations of U.S. antitrust laws.
Flowserve Corporation Derivative Litigation
Obtained dismissal of shareholder derivative suits in New York and Texas alleging that directors and officers breached their fiduciary duties in connection with accounting restatement, merger integration issues, and missed earnings projections.
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.
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 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.
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 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.
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.
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).
Multi-Million Dollar Recovery - Major Texas Energy Producer
Represented a developer of power plants seeking to recover more than $200 million in damages from defendants the developer claimed committed breaches of fiduciary duty and contract, fraud and other harmful acts in connection with a partnership to develop and manage power plants.
Representation of Boards of Directors in Acquisition of Energy Company
Represented the Boards of Directors of both Hassie Hunt Exploration Company and Hassie Hunt Production Company in connection with the $4.5 billion acquisition of Hunt Petroleum Corporation and the Hassie Hunt Companies by Ft. Worth-based XTO Energy.
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.