We represent funds, fund advisors, and their portfolio companies in a variety of disputes that draw upon on the firm's litigation strengths and our deep understanding of the private equity fund industry. This includes the fund-formation process, the advisory relationships, investment strategies, and the regulatory schemes affecting fund sponsors. Our private equity clients rely upon the firm’s expertise in:
- Corporate governance disputes;
- Securities litigation;
- Regulatory investigations and enforcement actions;
- Partnership disputes;
- Disputes involving lenders;
- Litigation under the '40 Act;
- Dispute arising from accounting irregularities;
- M&A-related litigation;
- Activist-related litigation, including shareholder lawsuits, derivative actions, proxy contests and tender offers; and
- Bankruptcy-related and other distress-related litigation, including fraudulent transfer and other claims asserted by creditors against sponsors and directors.
In addition, we advise private equity funds regarding compliance risk arising from investment activity in challenging jurisdictions, such as Asia and Latin America. This often involves potential exposure under the Foreign Corrupt Practices Act (FCPA), securities laws, the United Kingdom Bribery Act, the United Kingdom Proceeds of Crime Act, economic espionage, antitrust, competition, and various international trade and sanctions laws.
We represent some of the world's largest private equity firms, but we also represent smaller firms. We represent clients from the industry in matters that range in size and complexity—from modest 7-figure disputes to multi-billion dollar matters involving multiple parties and regulatory bodies that span the globe. There are more than 250 lawyers in our firm who work in our private equity litigation practice group, many with graduate level backgrounds in finance and accounting.
We also assist our private equity fund clients by advising and representing their portfolio companies in matters across our many practice areas, including: IP litigation; antitrust and competition; government investigations and regulatory enforcement actions; consumer and other class action litigation; data privacy; and complex commercial litigation.
Representative Clients
- Access Industries
- Apollo
- Bain Capital
- Berkshire Partners
- Blackstone
- Brookfield
- Centerbridge
- Cerberus
- Court Square Capital Partners
- Crestview Partners
- CVC Capital Partners
- The Gores Group
- First Reserve
- Foresite Capital
- Hellman & Friedman
- Kayne Anderson
- KKR
- Leonard Green & Partners, L.P.
- Levine Leichtman
- MHR Fund Management
- Oaktree Capital Management
- TCW
- The Blackstone Group
- The Carlyle Group
- TPG
- The Yucaipa Companies
- Wynnchurch Capital
- Waud Capital
Recent Representations
- We were retained by a private equity fund to advise on potential litigious issues in connection with the sale of one of the world’s leading railcar producers. One shareholder with significant rights was threatening to obstruct the sale with all means—therefore putting the deal at risk. Shortly after we were involved, the shareholder stopped his challenge and agreed to the sale of the company. Our client confirmed that our involvement shifted the adversary’s perspective and led to a smooth closing of the deal. Needless to say, our client is thrilled.
- We represented a private equity fund that sought to complete the sale of one of its portfolio companies. The sale had been negotiated and signed pre-COVID-19, but after the pandemic emerged, the buyer refused to close. After expedited litigation in the Delaware Court of Chancery and a 5-day Zoom trial, we obtained a judgment ruling that the portfolio company had not suffered a Material Adverse Effect nor operated outside of its Ordinary Course and ordering the buyer to close the sale. This is the first case, that we are aware of, from any jurisdiction, ordering specific performance of a debt-financed deal even after the debt had expired.
- We acted for a S. Private Equity consortium in acquiring one of their portfolio investments (Sargon Capital) after it was placed in external administration by its financier and majority shareholder. In doing so, we converted our clients’ ~20% interest into a 100% interest and established a new capital structure to preserve the company’s valuable superannuation licenses and guarantee its future prosperity. We designed and ran a court approval process to compel the release of third-party security interests that had sought to hold up the sale.
- We represented KKR in a dispute in which the plaintiff attempted to undo a $77 million sale of real estate to KKR. Quinn Emanuel obtained a complete dismissal of all claims against KKR on appeal. In the process, the New York Appellate Division issued a landmark decision establishing that the Uniform Commercial Code does not allow aggrieved debtors to unwind sales after they have closed.
- We currently represent KKR in pursuing securities claims against the directors, officers and underwriters of Sun Edison, Inc. in an MDL action pending in the Southern District of New York.
- We represent The Carlyle Group in a derivative lawsuit pending in the Delaware Chancery Court. 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. Quinn Emanuel is playing a leading role in seeking dismissal on the pleadings.
- We were brought in to defend SRS Distribution, a Berkshire Partners portfolio company, in a trade secret action brought by Beacon Roofing Supply, its largest competitor in the roofing distribution business filed in Miami Dade County.
- We represent PCP Capital Partners LLP in a claim against Barclays Bank PLC worth approximately £1.5 billion which relates to the bank’s emergency £7.3 billion fundraising in October 2008, involving Middle East investors. The case involves consideration of the remuneration arrangements for various types of private equity firms and private equity transactions.
- We represent a litigation trust in an action against private equity funds sponsored by Water Street Capital Partners and Wind Point Partners for actual fraud, constructive fraud and fraudulent transfer under the Bankruptcy Code and state law. The trust was established to pursue claims arising out of the failure of Physiotherapy Associates Holdings, Inc., which was the subject of a $535 million leveraged acquisition in April 2012, in which it incurred more than $300 million of new debt in order to transfer almost the same amount to its former owners. Less than one year later, the company defaulted on this debt and its auditor announced that it was unable to complete its audit due to irreconcilable discrepancies in the company’s financial reporting. It was subsequently revealed that Physiotherapy was sold based on a massive accounting fraud that grossly overstated the company’s true value. In our case, we obtained summary judgment against the defendants regarding the scope of available damages under the Trust’s claims. The case is scheduled to be tried to a jury in federal district court in the near future.
- We represent a leading private equity firm that operates globally. We advise the client on issues of fund management in the context of potential disputes from Limited Partners regarding the use of fund monies in a Cayman Islands Exempted Limited Partnership. We are also advising on various issues of contractual interpretation under the relevant limited partnership agreement and under various side agreements and MFN agreements.
- We represented Access Industries (“Access”), and various of its officers and related companies, in a multi-billion dollar lawsuit brought by a Litigation Trustee representing various creditors of Lyondell Basell Industries AF SCA (“LBI”) and its affiliates. LBI was owned by Access entities and was created through a merger of two petrochemical companies in 2007. It filed for bankruptcy in early 2009. Shortly after the bankruptcy filing, the Trustee brought numerous claims against Access and its founder, Len Blavatnik, alleging mismanagement and fraud in creation of LBI and sought to recover billions of dollars in damages in allegedly fraudulent transfers. Following a 13-day bench trial in the Bankruptcy Court for the Southern District of New York, the judge issued a 173-page decision finding for Access on all but one small claim.
- We successfully represented MHR Capital Management, a private equity firm, and its founder Mark Rachesky, and affiliated funds relating to Carl Icahn’s hostile bid for Lions Gate Entertainment Corp. Icahn brought actions in British Columbia, where he alleged shareholder oppression, and in New York, where he alleged tortious interference with a contract between Icahn and the company. We won the trial in British Columbia defeating the shareholder suppression claim (later affirmed on appeal), and won a preliminary injunction in New York defeating his request to enjoin the voting of MHR shares.
- We also represented MHR Fund Management and Mark H. Rachesky, the Chairman of Leap Wireless in connection with shareholder class action lawsuit pending in San Diego Superior Court arising out of publicly announced acquisition by AT&T, which settled on favorable terms.
- We also successfully represented Christopher Burch and C. Wonder in a Delaware Chancery Court action against Tory Burch and the directors of Tory Burch LLC asserting breach of fiduciary duty claims in the context of a proposed sale of equity interests in this multi-billion dollar fashion brand. We achieved a highly favorable settlement in less than four months after winning a motion for expedited discovery and proceedings, enabling Mr. Burch both to consummate a sale of his interests in Tory Burch and to continue to operate his new fashion brand, C. Wonder.
- We represented GP Investments in a commercial litigation in New York arising out of its investments in Brazil. We succeeded in obtaining a very favorable outcome, including dismissal of all claims against GP.
- Represented a private equity fund in a pre-litigation dispute involving a joint venture portfolio company. By threatening imminent litigation, we succeeded in convincing the portfolio company’s controller to substantially amend the LLC agreement in favor of our client and to trigger a sales process—which was a complete win for the client.
- We achieved a favorable settlement for Centerbridge in connection with the Energy Future Holdings bankruptcy proceedings. Centerbridge, a pre-petition lender to TCEH (a debtor affiliate of EFH), was the target of derivative avoidance claims brought by unsecured creditors arising from Centerbridge’s pre-petition agreement to extend revolver loans and commitments in exchange for a non-cash extension fee in the form of incremental term loans. These claims were released pursuant to a settlement with the debtors and other creditors.
- We represented several hedge funds and their principals in connection with an SEC investigation into their sale of oil shale assets worth hundreds of millions of dollars. The SEC had challenged our clients’ valuation of the assets in connection with a buyback from investors immediately prior to the sale. After a several years’ long investigation, we obtained a very rare “No Action Letter” from the Commission which resulted in a complete walk away without any fine or finding of wrongdoing against our clients.
- We successfully represented Wexford Capital in litigation in the Southern District of New York in litigation surrounding a dispute over its sale of an entity that provided oil-drilling services. Following intensive discovery, Wexford reached a settlement shortly before trial enabling it to recover outstanding payments that had been held up in escrow.
- We navigated Benefit Street Partners through the chapter 11 case for Berry Petroleum, which resulted in our client becoming Berry's largest shareholder and chairman of the board. Thereafter, we were lead counsel for Berry Petroleum in successfully opposing its reserve-based lenders’ claims for default interest accruing during the pendency of its chapter 11 case.
- We represented two affiliates of Elliott Management in a $300 million-plus shareholder class action in New Jersey state court arising from the 2006 take-private merger of Metrologic Instruments. Elliott was a minority shareholder in Metrologic at the time of the merger and rolled over its stake in the company to the post-merger entity. Plaintiffs alleged that Elliott (among other defendants) breached fiduciary duties that it purportedly owed to plaintiffs. Quinn Emanuel took over the case. Within a few months we: (i) successfully moved to strike plaintiffs’ jury demand; (ii) identified an alternative path to summary judgment and quickly filed a renewed motion for summary judgment; and (iii) moved to reopen expert discovery to enable us to supplement the expert record before trial. Shortly thereafter, we reached a settlement on very favorable terms.
- We represented Brigade, Candlewood, and Guggenheim Partners as noteholders asserting claims against an international aircraft securitization vehicle with companies in Delaware, Jersey, and Ireland. We won judgment on the pleadings concerning $185 million cash reserve for UMB Bank as trustee for certificate holders in the failed aircraft securitization vehicle. See UMB Bank, N.A. v. Airplanes Ltd., 2017 U.S. Dist. LEXIS 81300 (S.D.N.Y. May 26, 2017); see also “Plane Speaking Judge Rips Aircraft Firm's Stockpile”, Law360, 5/26/17.
- We won a two-week trial in Bankruptcy Court for the Southern District of New York as lead counsel for private equity sponsor First Reserve, defeating breach of fiduciary duty and related claims asserted by the Creditors Committee arising from the chapter 11 bankruptcy of Sabine Oil & Gas.
- We obtained for our clients, senior executives of Paulson & Co. Inc. a complete and decisive dismissal of a civil complaint brought derivatively by Five Mile Capital which sought more than $158 million in damages. The executives were directors of a portfolio entity, MSR Hotels & Resorts, Inc. This total victory made clear that our clients properly served all duties and also cleared the way for MSR to successfully emerge from bankruptcy in 2014.
- We represent an SPV of a major Chinese private equity fund in two related Hong Kong arbitrations. The $100+ million claim concerns a breach of our client’s redemption rights in relation to its investment in a Chinese pharmaceutical manufacturer, distributer, and retailer.
- We represented an SPV of one of Asia’s largest private equity funds in an ICC Hong Kong arbitration against a Dutch banking and insurance conglomerate, concerning wrongful concealment of a “Material Adverse Change”. Our client was awarded a nine figure sum by the Arbitral Tribunal, plus costs.
- Represented Apollo Advisors and its principals for over a decade in securities and shareholder litigation and bankruptcy proceedings relating to multiple portfolio companies, including Samsonite, Healthco, United Rentals, Rare Medium, and Linens ‘n Things.
- We advised multiple leading private equity funds on corruption compliance risks in a variety of countries including China, Indonesia, India, Japan, and Korea, as well as numerous countries in Eastern Europe, Latin America and Africa. These risks included analysis and mitigation of corruption compliance concerns in the purchase of a number of different Chinese companies’ operating companies in, among others, the healthcare, hospitality, technology, nutrition, advertising, and security industries.
- We advised numerous private equity funds on risks arising in their existing investments and portfolio companies, including regarding bribery allegations in Indonesia, China, and western Africa. These matters included conducting internal reviews and providing advice regarding disclosure to the United States Department of Justice and United States Securities and Exchange Commission.
- We advised Sensata Technologies Inc., which was at the time a publicly-traded private equity portfolio company, regarding its disclosure to the United States Department of Justice and United States Securities and Exchange Commission concerning potential FCPA issues in its China operations. The DOJ and SEC later declined to take any enforcement action against Sensata.
- We advised a private equity firm on its reporting obligations under the United Kingdom Proceeds of Crime Act and provided strategic advice regarding the United Kingdom prosecutors and regulators following discovery of suspected criminal activity within a portfolio company.
- We advised a client on post-acquisition anti-corruption and money laundering exposure arising from historic and ongoing activities of the acquired company, and provided remedial steps.
- We conducted anti-corruption risk assessments and developed compliance programs for acquired portfolio companies.
- We advised numerous private equity clients on insider trading and market conduct-related issues, bankruptcy, and restructuring.
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