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.
Summary Judgment in American Airlines Center Litigation
Obtained complete summary judgment on breach of fiduciary duty claim asserted by companies controlled by Mark Cuban.
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.
In re Adams Golf, Inc. Shareholder Litigation
Representation of Adams Golf and its board of directors in shareholder class action suit alleging breaches of fiduciary duty in connection with board approval of acquisition by TaylorMade-adidas Golf. Resolved case by disclosure-only settlement, allowing transaction to close.
Special Committee Investigation
Represented special committee of the board of directors a public company in investigation of alleged wrongdoing by senior management.
U.S. Bank National Association v. Verizon Communications Inc., 10-01842, U.S. District Court Northern District of Texas (Dallas)
Represented the plaintiff trust as primary counsel. Through proceedings in federal court in the Northern District of Texas, Idearc was reorganized under Chapter 11 of the United States Bankruptcy Code. Pursuant to Idearc’s plan of reorganization, the Idearc Trust was created and assigned certain causes of action, including Idearc’s claims against Verizon and former officers and directors of Verizon and Idearc. The beneficiaries of the trust are principally bondholders of, and lenders to, Idearc and its subsidiaries with claims of approximately $6 billion. The causes of action against Verizon relate to an approximately $9.5 billion fraudulent transfer in connection with the spin-off of Idearc.
Investment Bank Representation in M&A Litigation
Represented investment bank which supplied fairness opinion to target company in connection with breach of fiduciary duty class action challenging M&A transaction.
Advice to Board of Directors in M&A Transaction
Advised board of directors of public company involved in merger transaction on minimizing risks and exposure of potential shareholder fiduciary duty and busted deal litigation.
Homolka v. Clark, 416 Fed. App'x 408 (5th Cir. 2011)
Persuaded the Fifth Circuit to affirm a take-nothing summary judgment that defeated multi-million dollar claims for breach of fiduciary duty and breach of contract based on allegations of a joint venture between the parties.
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.
H. v. C. (S.D. Tex.-Houston Div. 2010)
Won a take-nothing summary judgment to defeat a multi-million dollar claim alleging breach of fiduciary duty and breach of contract based on a claim that a joint venture existed between the parties.
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 Parkcentral Global Litigation
Represent entities in a class action alleging breach of fiduciary duty and vicarious liability in connection with the failure of the Parkcentral Global hedge fund.
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.
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.
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.
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.
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).
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.
K3C, Inc. v. Bank of America, N.A., 204 Fed. Appx. 455 (5th Cir. 2006)
As lead appellate counsel in a dispute arising out of a complex financial transaction and presenting a question of first impression, successfully defended a judgment awarding contract damages and attorneys’ fees and rejecting the plaintiff’s claims for fraud, breach of fiduciary duty, and breach of contract.
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.
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.
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.