Our lawyers regularly appear in Delaware’s Court of Chancery and in recent years have tried over a dozen complex corporate and business disputes to resolution in front of the judges of that Court. From COVID-related merger and acquisition litigation, to takeover battles and proxy contests, to derivative and business torts, and class actions and Section 220 applications, our attorneys litigate, and win, in Delaware Chancery, the Delaware Supreme Court, and Delaware district court and are intimately familiar with their individual practices and tendencies.
As a litigation-only firm, we excel at the type of fast-moving, expedited, litigation that typifies Delaware practice. When necessary, we can assemble a team and make it to court in an afternoon. Our unparalleled reputation as a trial law firm ensures that our client’s adversaries know that we welcome trial and play to win. Because we are one of the few top-tier firms that can be adverse to major financial institutions and money center banks, and we do not have a corporate practice or “business conflicts,” we represent a wide variety of clients on both sides of the “v.”, and our lawyers have litigated all sides of a wide variety of transactions.
We have had unparalleled success handling Delaware corporate and business tort disputes in the following areas:
- Leveraged buyouts, restructurings, and large complex sale and merger transactions
- Enforcing financing agreements
- Tender offer litigation
- Representing special committees of outside directors
- Shareholder class actions
- Asserting and defending fiduciary-related claims on behalf of directors and controlling shareholders
- Majority/Minority shareholder disputes
- Disputes arising out of limited liability company and investor agreements
- Disputes related to changes in control
- Litigation arising out of proxy fights
- Securities tag-along actions
- Derivative suits (including those involving short sellers)
- Breach of representations and indemnification claims
- Prosecuting and defending Section 220 applications
While skilled in the courtroom, we are equally adept at providing sound litigation counsel to clients to facilitate their business objectives in corporate deals. Clients often consult us before or at the outset of a deal, either in anticipation of litigation or simply because they value our perspective, expertise, and experience, and we often work side-by-side with clients’ transactional teams to develop deal and post-deal strategies.
While a complete list of our mergers and acquisition representations can be found at https://www.quinnemanuel.com/practice-areas/mergers-acquisitions-litigation, just some of our recent high-stakes Delaware M&A representations include:
- We represent affiliates of Mirae Asset Financial Group in a dispute with AB Stable VIII LLC, an affiliate of Anbang Insurance Group Co., Ltd., which filed a complaint alleging breach of a sale and purchase agreement providing for the purchase of 15 luxury hotel properties from AB Stable for a price in excess of $5.8 billion. Our client filed counterclaims, alleging that AB Stable has breached numerous provisions of the parties’ contract and failed to fulfill conditions precedent to closing. One of the first cases of its kind, this case was heard remotely on an expedited basis in the Delaware Court of Chancery over five consecutive days in August 2020 before Vice Chancellor Laster.
- We represent SoftBank Vision Fund in two lawsuits arising from the termination of a tender offer by SoftBank Group Corp. to purchase $3 billion in shares of WeWork from existing stockholders. The lawsuits, one filed by WeWork and one filed by Adam Neumann and his company, are currently pending in the Delaware Court of Chancery before Chancellor Bouchard. Each lawsuit alleges claims for breach of contract and breach of fiduciary duty. The cases, which are subject to pending motions to dismiss, have been consolidated, and trial is set for January 2021.
- We represent private equity fund Snow Phipps Group in its dispute with Kohlberg & Co. over the sale of DecoPac, a leading specialty bakery supplier with proprietary technology for customizing cakes. Despite signing a stock purchase agreement on March 5 with just 60 days to closing, Kohlberg & Co. refused to consummate the purchase transaction and raised various defenses, including that there was a Material Adverse Effect on the business. The case is pending in the Delaware Court of Chancery before Vice Chancellor McCormick. Trial has been scheduled for early January 2021.
- We represent NantCell, Inc. and Altor BioScience, LLC in litigation arising from NantCell’s acquisition by merger of Altor, a biopharmaceutical company engaged in the discovery, development, and commercialization of immunotherapeutic agents for the treatment of cancer, viral infections, and autoimmune diseases. We defeated plaintiffs’ efforts to enjoin the transaction and obtained summary judgment dismissal of the fiduciary duty claims brought by certain plaintiffs. Now that the merger has closed, plaintiffs’ claims are proceeding as appraisal claims and as claims for breach of fiduciary duty (including a would-be class action) relating to disclosures in connection with the merger and plaintiffs’ claim that the merger price was too low and the result of an unfair process. The case is pending in the Delaware Court of Chancery before Vice Chancellor Slights. Trial has been scheduled for October 2021.
- We represent an affiliate of GIC Private Limited, an investment company established by the Government of Singapore, in a dispute related to the acquisition of GBT, the American Express Global Business Travel service. After seller representative sued to enforce the share purchase agreement, our client filed counterclaims, seeking a declaration that it was justified in not closing the transaction to invest in GBT based on sellers’ failure to satisfy closing conditions and contractual breaches. Our client has asserted that GBT has experienced a Material Adverse Effect and failed to operate in the ordinary course. Seller representative’s motion to expedite the matter was denied, and trial has been scheduled for November 2021. The case is pending in the Delaware Court of Chancery before Vice Chancellor Slights.
- We recently represented affiliates of private equity fund Advent International Corporation in connection with litigation filed by cybersecurity company Forescout Technologies, alleging violation of the terms of the parties’ $1.9 billion acquisition agreement. Our client asserted that Forescout experienced a Material Adverse Effect, failed to operate in the ordinary course of business, and that specific performance was not an available remedy. The parties settled the dispute in advance of the scheduled remote July 2020 Delaware Court of Chancery trial in front of Vice Chancellor Glasscock, with Advent achieving a significant reduction in the agreed purchase price.
Outside of the M&A context, our lawyers are equally adept and experienced handling a broad range of Delaware corporate and business tort litigation. Reflecting our prowess as both plaintiff and defendant, representative matters include:
- We recently obtained a broad preliminary injunction in the Delaware Court of Chancery for independent insurance brokers Mountain West Series of Lockton Companies, LLC and Lockton Partners, LLC, against competitor Alliant Insurance Services, Inc., in an expedited case alleging tortious interference with contract and business expectancy, misappropriation of trade secrets and confidential and proprietary information, and aiding and abetting breaches of fiduciary duty. In a sweeping opinion and order, the Court enjoined Alliant and its affiliated entities from directly or indirectly soliciting or servicing its recruits’ former clients and prospects, including those who had already switched brokers, and directly or indirectly soliciting any Lockton employee, member, or consultant. Notably, during discovery in that case, Vice Chancellor Laster granted Quinn Emanuel’s motion to compel Alliant to produce the documents on its privilege log on the grounds that the log was deficient under Delaware rules.
- We recently obtained an important victory for AIG, securing a summary order from the Delaware Supreme Court in a suit in which the eight plaintiffs—joint ventures between branches of the United States military and large real estate development corporations—alleged that AIG breached their guaranteed investment contracts (“GICs”) in 2008 by triggering the GICs’ event of default provisions, notwithstanding that the plaintiffs had received back their full principal invested under the GICs, with accrued interest, when AIG’s ratings were downgraded in 2008. The Delaware Superior Court granted AIG’s motion to dismiss the Amended Complaint in its entirety. The Delaware Supreme Court affirmed.
- We represent The Carlyle Group in a derivative lawsuit pending in the Delaware Court of Chancery. A minority shareholder of Wildhorse Resource Development Corporation challenges the company board’s approval of the issuance and sale of preferred stock to a Carlyle investment entity to finance a major resource acquisition, and alleges that the Carlyle entity was unjustly enriched as a result of the transaction.
- We represent a putative class of former minority shareholders of Dell who owned publicly traded Class V stock while Dell was still private and majority controlled by Michael Dell and Silver Lake Partners. Class V stock, which was intended to track Dell’s interest in VMware, was repurchased in a December 2018 transaction for a combination of cash and Class C Dell shares. We allege that the transaction was neither fair in dealing nor fair in price. Earlier this year, we defeated a motion to dismiss the class action.
- We represent Sebastian Mejia, one of the founders of Rappi, Inc., in an action filed by Leon Malca in the Delaware Court of Chancery. Malca alleges breach of an investment agreement, conversion, unjust enrichment, and breach of fiduciary duty arising from a purported ownership interest in the leading grocery delivery app, Rappi, Inc. The matter is pending before Vice Chancellor Zurn.
- We currently serve as lead counsel for Standard Industries Inc. (“Standard Industries”) and certain of its affiliates in parallel actions pending in Delaware superior court and New Jersey, both adverse to Ashland LLC (“Ashland”). These actions arise out of the $3.2 billion sale of the common stock of chemical manufacturer International Specialty Products Inc. (“ISP”), previously owned by Standard Industries affiliates, to Ashland in 2011. The cases relate to who is responsible for significant environmental liabilities associated with decades-old releases of hazardous substances from a former ISP chemical manufacturing plant. At the heart of the Delaware action is a complex stock purchase agreement by which Ashland acquired ISP as well as certain ancillary agreements.
- We represent a stockholder seeking books and records from Centene Corporation, which is a managed care enterprise that serves as an intermediary for government-sponsored and privately insured health care programs. The stockholder seeks books and records to investigate whether Centene has breached its fiduciary duties by failing to oversee its subsidiaries in the provision of medical care to prisons. Trial is scheduled for September 16, 2020, in the Delaware Court of Chancery.
- We represent a stockholder of Victoria’s Secret owner L Brands Inc. who sued the parent company in the Delaware Court of Chancery for access to records regarding an alleged “toxic culture” of sexual harassment and intimidation at the women’s lingerie retailer, citing the company’s failure to voluntarily produce documents.
- We represent H.I.G. Capital in a derivative action brought in the Delaware Court of Chancery by a minority shareholder challenging H.I.G.’s sale of its controlling stake in Surgery Partners, a medical provider company, to Bain Capital for over $500 million. The plaintiff alleges that H.I.G. had a conflict of interest that tainted a related transaction in which Surgery Partners issued $310 million in preferred shares to Bain. Quinn Emanuel was retained after Chancellor Bouchard denied H.I.G.’s motion to dismiss in part, and has since been managing the case through discovery, with trial scheduled for February 2022.
- We are currently representing General Motors in a Delaware federal court nationwide consumer class action alleging a starter defect in several model years of its popular Camaro vehicle.
- We recently represented the Canadian pension fund OMERS in an action to defend its right of first refusal over the sale of a minority stake in Texas utility company Oncor. While following trial the Delaware Court of Chancery allowed minority holder Hunt Consolidated to sell its interest to Oncor’s majority owner, Sempra Energy, we secured a 5-0 ruling from the Delaware Supreme Court in favor of OMERS.
- We represented Centerbridge in a partnership dispute involving approximately $200M in auto loans. After suing in the Delaware Court of Chancery, we won a motion to expedite and subsequently obtained case-ending summary judgment requiring the client’s counterparty to provide full cooperation and information. Within two months of filing the case in the midst of the COVID pandemic, we were able to secure total relief for the client.
- We represented Ripple Labs Inc. and an affiliate in one of the largest cryptocurrency cases to be litigated to date. The case related to the validity of an option to buy 5 billion units of the digital asset XRP, at a time when XRP was worth about $0.26 per unit. We successfully secured a complete dismissal of the case against Ripple and its affiliate in just over one month. In the months thereafter, XRP reached an all-time high price of over $3.00 per unit.
- We represented Athilon Capital Corp. and its board of directors against Quadrant Structured Products LLC in a lawsuit in the Delaware Court of Chancery in which Quadrant sought not only $200 million, but also an order requiring Athilon to liquidate its assets and shut its business down entirely. After a week-long trial, the court issued a complete defense verdict that denied all the relief Quadrant requested and permits Athilon to continue executing the long-term business strategy that Quadrant challenged at trial. The decision was affirmed in its entirety on appeal.
- We represented JBS S.A. and six of its directors in a derivative action brought in the Delaware Court of Chancery by the minority shareholders of Pilgrim’s Pride Corp., which was controlled by JBS, claiming breach of fiduciary duty in connection with Pilgrim’s Pride’s 2017 acquisition of Moy Park, an entirely owned subsidiary of JBS. The matter was pending before Vice Chancellor Laster, and Quinn Emanuel, after negotiating the outright dismissal of certain individual defendants in the early stages of the litigation, subsequently obtained a favorable settlement for JBS and the remaining director defendants.
- We represented private equity fund Crestview Partners and various affiliates adverse to Bill Koch and the company he owns a majority stake in, Oxbow Carbon. The dispute arose when Crestview attempted to exercise its contractual right to exit its investment pursuant to the terms of Oxbow’s LLC agreement, which granted Crestview the right to compel an “Exit Sale” of 100% of Oxbow’s equity. Koch argued that small interest holders could block the sale. Though reversed on appeal, we won a trial victory on the implied covenant of good faith and fair dealing.
- We represented Zach Nelson, the former CEO of NetSuite, a cloud computing company acquired by Oracle. Plaintiff alleged that the Oracle board breached its fiduciary duties by valuing NetSuite above its market price, creating a windfall for Larry Ellison, who founded both companies. Plaintiff further alleged that Mr. Nelson aided and abetting the Oracle board’s breaches of fiduciary duty by having behind-the-scenes conversations that anchored the proposed price for the NetSuite shares. The Delaware Court of Chancery rejected this theory and dismissed Plaintiff’s complaint against Mr. Nelson and another NetSuite executive.
- We represented J. Christopher Burch and C. Wonder in a Delaware Court of Chancery action against Tory Burch and the directors of Tory Burch LLC. We filed a lawsuit asserting breach of fiduciary duty claims in the context of a proposed sale of Mr. Burch’s equity interests in the multi-billion-dollar Tory Burch fashion brand, and also defended against counterclaims filed by Tory Burch. Less than four months after expedited discovery and proceedings were ordered, we achieved a highly favorable settlement that enabled Mr. Burch to consummate a sale of his interests in Tory Burch LLC and to continue to operate his new fashion brand, C. Wonder.
- We represented shareholders in a derivative action pending in the Delaware Court of Chancery, before now-Justice Tamika Montgomery-Reeves, against the directors and officers of AGNC Investment Corp. (f/k/a American Capital Agency Corp.), a large real estate investment trust (REIT), alleging breaches of fiduciary duty in the handling and eventual internalization of AGNC’s management functions. Following discovery, the firm secured a $33.5 million cash settlement.
- We represented Amur Finance Company and its founder Mostafiz ShahMohammed in a case brought by the hedge fund Pine River in the Delaware Court of Chancery. Pine River sought to unwind its $167 million credit facility with Amur seven years prior to its maturity under the contract. In an attempt to shutter the facility, Pine River filed a complaint in the Delaware Court of Chancery alleging breach of contract and events of default. Pine River moved for summary judgment, pre-discovery. Pine River also sought to inspect Amur’s books and records under Section 220 based on a host of pretextual reasons. Quinn Emanuel successfully defended against virtually all of Pine River’s claims. Before discovery had even begun, the Vice Chancellor entered a stipulation dismissing the case with prejudice.
- We represented UMB Bank, as indenture trustee for Caesars’ first-lien bondholders, in a Delaware Court of Chancery action against Caesars and its senior officers and directors. We successfully obtained an expedited schedule for the appointment of a receiver for the company, which led to a settlement that was implemented in Caesars’ chapter 11 bankruptcy.
- We represented three “Zohar” CLO funds and current manager, Alvarez & Marsal Zohar Management, in multiple litigations in Delaware courts against the funds’ creators and prior managers, Patriarch Partners and Lynn Tilton. We succeeded at trial in obtaining trial judgments finding Patriarch in breach of obligations to turn over books and records and that the Zohar Funds are rightful owners of certain portfolio companies entitled to replace current boards of directors.
- We represented Wellstat Therapeutics in a declaratory action brought by BTG PLC related to the marketing of Vistogard. Quinn Emanuel obtained a rare order from the Delaware Court of Chancery compelling the production of emails maintained by BTG’s “apex” executives, including its CEO and CFO, as well as extensive financial information concerning BTG’s revenues, profits, losses, and expenses associated with the commercial launch and marketing of Vistogard.
- We secured a favorable settlement for the controller of a leading petrochemical limited liability company in an action in the Delaware Court of Chancery alleging that the controller breached fiduciary duties by engaging in an allegedly unfair transaction that resulted in dilution of minority members.
- We successfully prosecuted a books and records case under the LLC equivalent to Section 220 on behalf of private equity fund Crestview Partners and won a motion seeking our attorneys’ fees.
- We obtained early dismissal on “nominal” settlement for PIMCO Advisors L.P. in corporate control litigation in Delaware.
- We represented a major private equity fund in the Delaware Court of Chancery in a dispute arising out of portfolio company corporate governance and exit rights.