Corporate Governance Cases

In re Legacy Reserves LP Preferred Unitholder Litig., Delaware Chancery Court, Con. C.A. No. 2018-0225-JTL, C.A. No. 2017-0802-JTL. 

The firm represented holders of preferred units of Legacy in an action challenging the forced conversion of preferred units into common stock of a newly formed corporation, purportedly pursuant to a provision in the partnership agreement that contained arbitrary conversion ratios.  After expedited discovery and preliminary injunction proceedings and the filing of dispositive motions to dismiss and for summary judgment, the action settled, achieving for all of the preferred unit holders a 60% increase in the rate at which the preferred units would be converted into common stock (such excess consideration valued at $57-$71 million) in the merger.  A description of that case published in Law360 is available here.

 

Doppelt v. Windstream Corp., Delaware Chancery Court, C.A. No. 10629-VCS. 

Ms. Shahmoon and Mr. Keller represented the common shareholders of Windstream Corp. in an action challenging disclosures that the directors made in connection with a vote to amend the corporate charter to permit a spin off and reverse stock split. Although plaintiff’s motion for preliminary injunction was denied, the action survived a motion to dismiss, and settled for $10.5 million after completion of discovery.  The Chancery Court’s opinion denying the motion to dismiss is available here.  

 

Full Value Partners LP v. Swiss Helvetia Fund, Inc., Delaware Chancery Court, No. 2017-0303-AGB. 

The firm represented a dissident shareholder in a challenge to a board’s application of a preclusive nomination bylaw.  During the litigation, the board quickly changed its position with respect to the bylaw and provided all of the relief sought in the case.  The decision of the Delaware Court of Chancery on plaintiff’s application for an award of attorneys’ fees, which explains the litigation, is available here.    

 

Bulldog Investors, LLC v. Hill Int’l, Inc., Delaware Chancery Court, C.A. No. 12657-VCL. 

The firm represented Bulldog Investors when the board of Hill International cancelled a shareholder meeting without notice, precluding Bulldog’s nominees from being duly elected.  After expedited discovery, the case settled for the relief sought in the action – the seating of Bulldog’s director nominees.  

 

Hill Int’l, Inc. v. Opportunity Partners, Delaware Supreme Court, 119 A.3d 30. 

Ms. Shahmoon brought this action for an order prohibiting the board from applying an advance notice bylaw to preclude shareholders from nominating directors for election at the 2016 annual meeting.  After prevailing on expedited injunction proceedings in the Court of Chancery, Ms. Shahmoon successfully defended the injunction on an expedited appeal to the Delaware Supreme Court.  The Delaware Supreme Court opinion is available here

 

Daniels v. New Germany Fund, Inc., Maryland District Court, 2006 WL 4523622. 

Mr. Keller represented a shareholder in a challenge to certain director qualification bylaws.  The case settled after discovery.  The district court’s denial of the defendants’ motion to dismiss is available here.   

 

Metcalf v. Zoullas, Southern District of New York, 11-cv-03996-AKH. 

Mr. Keller and Ms. Shahmoon prosecuted this shareholder derivative action against the directors of Eagle Bulk Shipping, Inc., for wasteful executive compensation awards.  After discovery following the denial of defendants’ motion to dismiss, the case settled for substantial changes in existing and prospective compensation.  An article describing the settlement is available here.  

 

Opportunity Partners L.P. et al. v. BlackRock New York Municipal Bond Trust et al., Delaware Chancery Court, C.A. No. 6255-VCN.

Mr. Keller and Ms. Shahmoon represented holders of auction rate preferred securities in various Delaware trusts in a challenge to the board’s effort to prevent plaintiffs’ nominees from joining the board based on onerous trustee qualification and advance notice requirements.  Defendants agreed to a settlement, pursuant to which the preferred securities would be redeemed, and if not, plaintiffs would be permitted to designate its nominees at the next annual meeting.

 

Ruffalo v. TransTech Service Partners, Inc., Delaware Chancery Court, C.A. No. 5039-VCP. 

Mr. Keller and Ms. Shahmoon represented shareholders of a “blank check company” in an action for breach of the corporate charter seeking an accounting and return of tax refunds to the company’s public shareholders in connection with a dissolution.  The Court of Chancery preliminarily enjoined the defendant directors from expending any moneys on behalf of TransTech until a trial on the merits.  The decision of the Court denying the motion to dismiss is available here, and the decision granting preliminary injunction is available here.

 

Opportunity Partners L.P. v. Imperial Holdings, Inc., Florida Circuit Court, 50-2012-CS-004856. 

Ms. Shahmoon, representing a dissident shareholder, obtained an expedited order requiring  Imperial Holdings to schedule and hold its annual meeting of shareholders.   

 

In re M&F Worldwide Corp. Shareholder Litigation, C.A. No. 18502 (Del. Ch. 2001). 

Mr. Keller was lead trial counsel for minority shareholders in this action challenging a self-dealing transaction by controlling shareholder, Ronald Perelman.  The case settled after ten days of trial for complete rescission of the self-dealing transaction.  

 

Goldstein v. Lincoln National Convertible Securities Fund, Inc., 140 F. Supp. 2d 424 (E.D. Pa. 2001). 

Mr. Keller was trial counsel for a dissident shareholder in an action challenging the application of an invalid advance notice deadline for nomination of directors.  A copy of the court’s opinion after trial is available here.  

 

Full Value Partners L.P. v. BDCA Venture, Inc., Maryland Circuit Court, 24-C-15-003033. 

Ms. Shahmoon represented a dissident shareholder in an action for breach of the directors’ fiduciary duties in refusing to recognize shareholder nominees and proposals at annual meeting.  In response to the complaint, defendants reversed course and agreed to permit plaintiff to present its nominees and proposals at the meeting.