Proskauer

Key Representations

• Corporate Boards and Committees: Represent numerous boards and committees of directors in connection with confidential investigations, review of shareholder demands, and defense of derivative litigation arising from securities or other regulatory matters.
• Grifols v. Gotham Research: Lead plaintiff counsel in federal litigation alleging “short and distant” scheme by short-seller. Counsel clients on strategic and tactical responses to activist campaign and provide wide-ranging crisis management.
• Icahn Enterprises: Advise Carl Icahn and senior management in opposing campaign attacking legendary activist and value investor.
• Tenet v. Community Health: Lead defense lawyer. Won complete dismissal of federal securities fraud claims. Presently represent client in follow-on class actions, derivative lawsuits, and investigations.
• H.J. Heinz Co. takeover litigation: Lead trial counsel for defendants 3G Capital and Berkshire Hathaway. After lengthy hearing, Pennsylvania state court denied injunction and dismissed the consolidated lawsuits.
• CSX Proxy Litigation: Lead trial counsel representing defendant in SDNY bench trial. CSX sought to block client's candidates for board of directors. Successfully argued before Second Circuit against CSX appeal. Client's nominees elected.
• Dow Chemical Defamation Matters: Defended Dow Chemical against defamation and libel claims brought by former director and senior officer terminated for cause. Matter settled with public apologies from plaintiffs.
• Computer Services Corp. v. Sears: Lead defense lawyer in arbitration seeking hundreds of millions of dollars based on client's termination of multibillion dollar outsourcing contract. Counterclaimed for breach of contract and achieved extremely favorable settlement.
• Kmart v. Capital One: Lead trial counsel for plaintiff in multi-week jury trial over contract and fraud claims in Michigan State Court. Defendants paid confidential eight-figures settlement before verdict.
• Morgan Stanley Research Analyst Litigation: Defended dozens of securities fraud class actions and derivative suits alleging breach of fiduciary duty, etc. based on client's research reports and mutual funds sales practices. All actions dismissed on defense motions.
• NorthPoint Communications, Inc. v. Verizon Communications Inc.: Defended multibillion dollar claims for fraud and breach of contract based on client's termination of merger agreement due to material adverse change. Uncovered significant fraud with plaintiff's stated financial results and operations. Case settled on very favorable grounds after disclosure of discovery results.
• Bogalusa Chemical Release Litigation: Trial co-counsel in four-month jury trial of 20 "bellwether" plaintiffs (out of 4,000) seeking damages in Mississippi state court due to railroad car explosion and release of toxic gas. Cross examined key experts and examined lead defense fact witnesses. Jury rejected plaintiffs' claims for bodily injury, evacuation, fear and fright, and property damage. Defense verdict.
• Gaylord Container Corporation v. CNA, et al.: Co-counsel in month-long bench trial in Louisiana State Court. Court awarded client more than $100 million and held that ten casualty insurers breached their contractual duties in applying an "absolute pollution exclusion." Defended award through numerous appeals.
• United Airlines Labor Matters: Spearheaded successful effort by UAL to obtain unprecedented bankruptcy court relief from oppressive terms in collective bargaining agreement.
• Beverly Enterprises, Inc. v. Andersen Consulting, LLP: Member of trial team for three-week federal jury trial on $50 million claim for fraud, breach of contract and negligence. Plaintiff's home-town jury rejected that claim and awarded client all of its multimillion-dollar counterclaim. The matter was selected as a "Top Ten Defense Verdict of the Year" by The National Law Journal.
• ISO v. AMS Software, Inc.: Co-lead trial counsel in multi-week arbitration over failed project to jointly develop and sell software. Claimant alleged that client had breached contract by delivering product late and riddled with bugs. Successfully defended $35 million claim by proving client had used its "best efforts." Counterclaimed for unpaid fees relying on aggressive interpretation of contract. Panel awarded client its counterclaim, fees and costs.
• Ives Co. v. Dominion Textile Mauritius, Inc.: Co-lead trial counsel in two-week arbitration between partners in Argentine joint venture. Claimant sought more than $50 million from client based on alleged breach of contract. Arbitrators denied claims and awarded our client its attorneys fees.