Our class action litigators, working closely with our Transactions and Corporate Finance and Securities lawyers, regularly handle shareholder class actions involving mergers and acquisitions. We represent target companies, bidders, and officers and directors in Delaware and elsewhere. These class actions frequently involve expedited injunctive proceedings and multiple cases pending simultaneously in various jurisdictions.
- In re RehabCare Group, Inc. S’holders Litig. (Del. Ch. Ct. and Mo. Cir. Ct.) Defending company and directors in class actions seeking to enjoin acquisition of RehabCare by Kindred Healthcare, Inc.; obtained stay of Missouri litigation; Delaware cases settled with contested fee application.
- Ecker v. Asher (Mo. Cir. Ct. and Ark. Cir. Ct.) Defending ABB, Inc. in class actions seeking to enjoin acquisition; pending.
- In re LaBarge S’holders Litig., (Del. Ch. Ct. and Mo. Cir. Ct.) Defending company and directors in class actions seeking to enjoin acquisition of LaBarge by Ducommun Inc.; obtained stay of Missouri litigation; Delaware cases settled.
- In re Barnes & Noble Stockholder Derivative Litig. (Del. Ch. Ct.) Representing three Barnes & Noble, Inc. officers and directors in a lawsuit challenging the company’s decision to acquire a privately-held company.
- Nickell v. Shanahan (Mo. Cir. Ct.) Defending accounting firm in class action filed by former holders of Engineered Support Systems, Inc. (“ESSI”) stock who sold their shares in connection with the acquisition of ESSI by DRS Technologies, Inc.
- Israeli v. Thermadyne Holdings Corp. (Mo. Cir. Ct.) Defended directors of Thermadyne in class actions seeking to enjoin acquisition of Thermadyne by Irving Place Capital; settled.
- In re Am. Italian Pasta Co. S’holder Litig. (Del. Ch. Ct. and Mo. Cir. Ct.) Represented Ralcorp Holdings, Inc. in class actions seeking to block tender offer to acquire AIPC and to enjoin exercise of top-up option. Defeated temporary restraining order motion in Missouri; settled Delaware class actions with contested attorney’s fee application.
- Sherman v. Fla. Pub. Utils. Co. (Fla. Cir. Ct.) Defended company and directors in class action seeking to enjoin merger of public utility companies; voluntary dismissal following favorable rulings by trial and appellate courts.
- In re James River Group, Inc. Consol. S’holders Litig. (Del. Ch. Ct.) Defended company and directors in class action challenging $575 million acquisition of public company by a private equity firm.
- Barton Protective Servs. v. Rice (Ga. Super. Ct.) Defended representations and warranties action relating to a merger transaction seeking damages in excess of $80 million.
- Advantage Partners v. Borland (Ky. Cir. Ct.) Represented metal manufacturing company defendant in derivative suit alleging breach of fiduciary duty by defendant and its directors relative to consideration to be paid to plaintiff shareholders in association with defendant's proposed merger.
- Gabriel v. TALX Corp. (E.D. Mo. and Mo. Cir. Ct.) Defended company in breach of fiduciary duty litigation arising out of announced merger of Talx and Equifax, Inc.; defeated plaintiffs’ motion to enjoin merger.
- Roffe v. First Health (Ill. Ch. Ct.) Represented Coventry Health Care, Inc in defense of purported shareholder class action seeking to enjoin its acquisition of First Health, Inc.; settled on favorable terms.
- In re NetRatings, Inc., Consol. S'holder Litig. (Del. Ch. Ct.) Represented public company and board members in connection with class action and derivative lawsuits involving breach of fiduciary duty claims in connection with sale of the company.
- Schutt Irrevocable Family Trust vs. NAC Holdings (Ga. Super. Ct.) Represented company in suit seeking to enjoin a merger transaction and alleging numerous breaches of fiduciary duty by directors and officers that the named plaintiffs thought the company should pursue derivatively. Secured the dismissal of the suit; upheld by the Georgia Court of Appeals.
- Hack v. Ralston Purina Co. (Mo. Cir. Ct.) Defended Ralston and its directors in litigation arising out of Nestle’s acquisition of Ralston against claims that they breached their fiduciary duties by agreeing to too low a sale price for the company; won motion to dismiss.
- Co-counsel to leading national bank and its directors in 26 MDL securities class actions arising out of the bank’s merger with another bank, concerning the accuracy of proxy statements and adequacy of pre-merger disclosures.