Corporate Mergers & Acquisitions
“the cream of the crop of class action business law and mergers and acquisition litigators”– Justice Ira B. Warshawsky, In re Aeroflex, Inc. Shareholder Litigation
Robbins Geller Rudman & Dowd LLP has earned a reputation as the leading law firm in representing shareholders in corporate takeover litigation. Through its aggressive efforts in prosecuting corporate takeovers, the Firm has secured for shareholders billions of dollars of additional consideration as well as beneficial changes for shareholders in the context of mergers and acquisitions.
The Firm regularly prosecutes merger and acquisition cases post-merger, often through trial, to maximize the benefit for its shareholder class.
- In re Del Monte Foods Co. S'holders Litig. (Del. Ch.). In a case that reformed longstanding conflicts within the investment banking community on M&A deals, Del Monte and Barclays Capital Inc. agreed to pay $89.4 million to Del Monte shareholders who were cashed out in the 2010 buyout of Del Monte by a group of private equity firms led by Kohlberg Kravis & Roberts. The settlement is one of the largest cash settlements on record in Delaware Chancery Court. The lawsuit, which challenged the common practice by many deal advisers to simultaneously offer sell-side financing in a transaction, led to sweeping changes in the way investment banks conduct business in the M&A marketplace.
- In re Kinder Morgan, Inc. S’holders Litig. (Shawnee Cnty. Dist. Ct., Kan.). In the largest recovery ever for a corporate takeover litigation, the Firm negotiated a settlement fund of $200 million in 2010. As co-lead counsel, the Firm represented former shareholders of Kinder Morgan, Inc., challenging a management-led buyout announced in 2006. Following settlement, the court noted: “Throughout this litigation, the Court has found that Lead Plaintiff’s Counsel have zealously rendered legal services in a professional and skillful manner. Moreover, it is important to recognize that this action was vigorously defended by attorneys with substantial experience and expertise in complex litigation, including class actions. Despite facing significant factual and legal hurdles, Lead Plaintiff’s Counsel were ultimately successful in negotiating a large settlement on behalf of the Class Members.”
- In re Chaparral Resources, Inc. S’holders Litig. (Del. Ch.). After a full trial and a subsequent mediation before the Delaware Chancellor, the Firm obtained a common fund settlement of $41 million (or 45% increase above merger price) for both class and appraisal claims. The Delaware Vice Chancellor who presided over the trial noted that “the performance was outstanding, and frankly, without the efforts of counsel, nothing would have been achieved. The class would have gotten zero. I don't think that can be more clear.”
- In re TD Banknorth S’holders Litig. (Del. Ch.). After objecting to a modest recovery of just a few cents per share, the Firm took over the litigation and obtained a common fund settlement of $50 million. The Delaware Vice Chancellor who presided over the case expressly noted that “through the sheer diligence and effort of plaintiffs’ counsel,” the Firm’s efforts “resulted in substantial awards for plaintiffs, after overcoming serious procedural and other barriers.”
- In re eMachines, Inc. Merger Litig. (Cal. Super. Ct., Orange County). After four years of litigation, the Firm secured a common fund settlement of $24 million on the brink of trial.
- In re Prime Hospitality, Inc. S’holders Litig. (Del. Ch.). The Firm objected to a settlement that was unfair to the class and proceeded to litigate breach of fiduciary duty issues involving a sale of hotels to a private equity firm. The litigation yielded a common fund of $25 million for shareholders. The Delaware Chancellor presiding over the case noted that “had it not been for the intervention of [Robbins Geller Rudman & Dowd LLP] . . . there would not have been a settlement that would have generated actual cash for the shareholders. . . . That’s quite an achievement. . . .”
- In re Dollar General Corp. S’holder Litig. (Circuit Ct., Davidson County, Tn.). As lead counsel, the Firm secured a recovery of up to $57 million in cash for former Dollar General shareholders on the eve of trial.
- In re UnitedGlobalCom, Inc. S’holder Litig. (Del. Ch.). The Firm secured a common fund settlement of $25 million just weeks before trial.
The Firm has also obtained significant benefits for shareholders, including increases in consideration and significant improvements to merger terms. Some of these cases include:
- Harrah’s Entertainment (District Court, Clark County, Nev.). The Firm’s active prosecution of the case on several fronts, both in federal and state court, assisted Harrah’s shareholders in securing an additional $1.65 billion in merger consideration.
- In re Chiron S’holder Deal Litig. (Cal. Super. Ct., Alameda County). The Firm’s efforts helped to obtain an additional $800 million in increased merger consideration for Chiron shareholders.
- In re PeopleSoft, Inc. S'holder Litig. (Cal. Super. Ct., Alameda County). The Firm successfully objected to a proposed compromise of class claims arising from takeover defenses by PeopleSoft, Inc. to thwart an acquisition by Oracle Corp., resulting in shareholders receiving an increase of over $900 million in merger consideration.
- ACS S'holder Litig. (County Court, Dallas, Tex.). The Firm forced ACS's acquirer, Xerox, to make significant concessions by which shareholders would not be locked out of receiving more money from another buyer. The New York Times Deal Professor deemed this result both “far reaching” and “unprecedented.”