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Shareholder Activism

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We represent many prominent hedge funds, activist investors, boards of directors, special committees, individual directors, and large public companies in  the defense and pursuit of  activist investment strategies. These disputes often play out in board rooms as well as court rooms and we excel in either forum.  

Our experience spans  proxy contest litigation, hostile takeover and other contests for control, as well as disputes over board representation and corporate governance. We have represented activists and targets in nearly every type of action, such as  bringing and defending books and records inspection demands, expedited proceedings to enforce or enjoin a merger, and full blown corporate governance trials in the Delaware Court of Chancery and other courts around the country.

Quinn Emanuel’s entry into a case sends an unmistakable message to the other side: we will take this all the way. There’s a reason we have been on Law360’s list for a decade as one of four firms that general in-house counsel  fear facing the most in any dispute. And we have taken that reputation to the Delaware courts where we have achieved many unparalleled high profile victories.   .

We believe that our intimate understanding of where any activist campaign may end up—the courtroom—allows us to develop and execute a highly effective strategy from day one, even if it originates in the board room. We also understand, however, that an out-of-court resolution is often the optimal one. We believe our expertise in knowing what is at stake and what an in-court dispute would look like allows us to resolve matters out of court when that is in the client’s best interest.

Perhaps our greatest strength in shareholder activism litigation is our independence. Because we are not corporate counsel, we approach each client and case with a fresh perspective. We are free from any biases that come with having to defend past decisions and relationships or a desire to stick with the status quo. Instead, our goal is simple: to help our clients win. And we win a lot.


Recent Representations

Board Representation Campaigns

  • Represented Elliott Management in its activist campaign at Twitter, securing one board seat.
  • Represented the Harte Family Foundation in connection with its proxy battle for Harte Hanks, Inc., securing a majority of Harte Hank’s board seats.
  • Represented a prominent hedge fund in connection with a proxy battle, securing two board seats.
  • Represented a family foundation in connection with a proxy battle for a publicly-traded company, securing two board seats.

Other Activist Investments

  • We obtained a stunning trial victory in the Delaware Court of Chancery for our client, Mirae Asset, over Anbang (now Dajia) in the first and largest COVID busted-deal case to go to trial. The Court found that Dajia’s drastic changes to its hotel operations in response to the COVID-19 pandemic breached the ordinary course covenant requiring that the hotels be operated until the deal closing “only in the ordinary course of business consistent with past practice” absent Mirae’s prior written consent, and excused Mirae from closing a $5.8 billion deal to buy a group of U.S. luxury hotels. The Court ordered Dajia to return a $586 million deposit and pay more than $33 million in legal fees and court costs and more than $30 million in interest. In the subsequent appeal, we obtained a unanimous affirmance of the Court of Chancery’s decision in the Delaware Supreme Court, again awarding all fees and costs related to the appeal process.
  • Successfully representing Chatham Asset Managementin an expedited action in Delaware Chancery Court seeking to enjoin takeover defenses erected by the board of target R.R. Donnelley, facilitating execution of a merger agreement between Chatham and the Company.
  • Representing shareholders in a class action against Australia’s largest general insurerfor misstating the likely effect of management failure to update policies to exclude pandemic shutdowns in business interruption cover.
  • Representing a large not-for-profit entity and minority investorin several DAX companies in a campaign to get certain topics on the agenda for the companies’ annual shareholder meetings.
  • Represented Blackwells Capitalin connection with its investment in SuperValu.
  • Represented Elliott Managementin connection with its sale of Metrologic to Honeywell.
  • Represented Elliott Managementin connection with its position in Bayer relating to Bayer’s Roundup-related liabilities.
  • Represented Elliott Managementin connection with its investment in XPO Logistics, resulting in a €230 million buy-out.
  • Represented Madryn Capitalin connection with its investment in SomaLogic and its announced SPAC merger, resulting in a private sale.
  • Represented Crest Financialin challenging Sprint deal to acquire Clearwire, leading to increased bid that raised deal price by over $1.5 billion.
  • Represented shareholdersin a class action against a publicly owned law firm for misrepresenting revenue and fee recovery.
  • Provided strategic advice relating to minority shareholders’ rightswith respect to a German squeeze-out resolution adopted by the general meeting.
  • Represented shareholdersin the annual general meetings of a German DAX company to exercise information rights.
  • Advised on minority shareholders’rights to adjust claims for fair compensation under domination and profit and loss sharing agreements.

Defense

  • Represented ai, Tom Siebel, and David Schmaier in its successful defense against former shareholders of Efficiency 2.0 related to C3’s 2012 acquisition of Efficiency 2.0 and collected attorneys fees.
  • Represented Alteva, and its board of directors in against a shareholder alleging that the board of directors breached its fiduciary duties to public shareholders by entering into a proposed merger with Momentum Telecom.
  • 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 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 alleged 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. Quinn Emanuel litigated the case through discovery, after which the case settled favorably.
  • Represented MHR Capital Managementin its successful defense against a hostile takeover attempt for Lions Gate launched by Carl Icahn.
  • Represented E*TRADEand its board of directors in connection with the board nomination rights of an E*TRADE investor.
  • Represented NextGen Healthcare, Inc.in its successful defense against a potential proxy fight from an activist investor, resulting in an uncontested vote.
  • Representing Ardentand one of its divisional managers in relation to the alleged failure to make adequate disclosure of alleged safety issues at DreamWorld on the Gold Coast of Australia.
  • Represented GetSwiftand its managing director against an activist shareholder arising out of allegedly misleading statements made to the Australian stock exchange.
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