Experience

• Representative Matters for Sponsors and Funds

  • The D. E. Shaw Group and Madison Dearborn Partners in their $327 million litigation win against TerraForm for breach of contract arising from the plaintiffs’ sale of First Wind Holdings, LLC to TerraForm and SunEdison Inc.
  • Warrior Holdings, an entity owned by funds managed by Carlyle, in litigation in Delaware Chancery Court brought by a stockholder representative, arising from its merger agreement with Saama Technologies, Inc.
  • D. E. Shaw and Madison Dearborn Partners, as holders of exchangeable notes and other claims against SunEdison, in SunEdison’s Chapter 11 proceedings in the U.S. Bankruptcy Court for the Southern District of New York, and in obtaining dismissal of a $300 million avoidance action seeking to claw back transfers made as part of a complex transaction related to the $2.4 billion sale of a renewable energy company.
  • Standard General in its contested stalking-horse bid to acquire certain RadioShack assets and related transactions and litigations.
  • Standard General in litigation arising from its 2014 investment in American Apparel, and related agreements between Standard General, the company, and its former Chief Executive Officer, Dov Charney.
  • Clayton, Dubilier & Rice, its Fund VIII, and certain CD&R partners as defendants in shareholder litigation in the Delaware Court of Chancery challenging the multibillion dollar stock-for-stock merger of Ply Gem with NCI Building Systems.
  • Clayton, Dubilier & Rice and associated funds in the successful dismissal of securities class action related to the company’s sale of its interest in Envision Healthcare Corporation.
  • NexBank as agent for lenders, Oaktree Capital Management, Centerbridge and Five Mile, in litigation to enforce guarantees with a Las Vegas real estate investment.
  • J.C. Flowers in litigation brought by the MF Global bankruptcy trustee seeking to recover dividends paid in connection with preferred stock.
  • Notz, Stucki et Cie, its directors and related entities in litigation related to substantial investments with Bernard L. Madoff Investment Securities, in obtaining dismissal of investor class-action litigation purporting to assert claims for fraud and breach of common law duties relating to one of the firm's managed funds, and in adversary proceedings brought by the Trustee of the BLMIS estate in the bankruptcy proceeding.
  • A private equity firm and one of its portfolio companies in the company’s spin-off of certain aspects of its business, as permitted under its financing agreements.
  • A private equity firm and its portfolio companies in various matters, including advice regarding credit and asset-backed securitization agreements, litigation regarding the sale of a portfolio company to a Fortune 100 company and arbitration regarding a portfolio company’s core agreement with its franchisees.
  • Various funds sued in “clawback” lawsuits following the collapse of Bernard L. Madoff Investment Securities.
  • Culligan, its directors, Clayton, Dubilier & Rice and its Fund VI in a derivative action brought by Culligan franchise dealers in New York Supreme Court, alleging fraudulent conveyances and breach of fiduciary duty.
  • Two private equity firms in investigations by the New York State Attorney General regarding the tax treatment of firms’ management fees.
  • A hedge fund advisor and its managing member on various matters, including potential litigation involving the purchase and sale of an ownership interest in the advisor.

• Representative Corporate Matters

  • The South Carolina Public Service Authority (“Santee Cooper”) in litigation in the brought by Westinghouse in the SDNY to enforce the terms of a $ 9 billion engineering, construction and procurement agreement involving the construction of two nuclear power plants, and its successful resolution in a transaction permitting Santee Cooper’s ownership and sale of disputed equipment.
  • Albertsons, in litigation challenging its payment of a $4 billion dividend to stockholders, and asserting claims in connection with its merger with Kroger.
  • A global pharmaceutical company in litigation alleging material breaches and unilateral termination of a commercial supply agreement for the development and manufacture of a vaccine.
  • Lazard in the development and defense of its valuation opinions in numerous recent Chapter 11 cases.
  • AIA Group as a defendant in the “flip clause” litigation brought by Lehman Brothers Special Financing in the Lehman bankruptcy cases.
  • Various banks named as defendants in “mistake” actions brought by Fairfield Sentry Limited and affiliated funds.
  • A global financial institution in multiple state and federal regulatory proceedings arising from mortgage servicing and foreclosure issues, as well as securitization and underwriting practices.

• Representative Matters for Individuals/Directors

  • Steven Tananbaum, the Chief Investment Officer of Goldentree Asset Management, in litigation against the Gagosian Gallery in connection with the purchase of artwork by Jeff Koons.
  • Five public company directors in a derivative litigation in the Delaware Court of Chancery challenging a stock for stock merger and seeking over $100 million in potential damages, resulting in an early settlement on favorable terms.
  • Dennis Kozlowski, the former Chairman and Chief Executive Officer of Tyco International, in a variety of securities, ERISA, individual, class and shareholder derivative actions consolidated in the District of New Hampshire, and in litigation with Tyco regarding the termination of his employment.
  • The independent directors of funds advised by two mutual fund advisers in various matters, including advice on issues arising under the Investment Company Act of 1940 and the Investment Advisors Act of 1940, and in civil litigation.
  • Robert Jones, formerly Chief Risk Officer of Amaranth Advisors, a Greenwich, CT-based hedge fund, in a regulatory investigation by the Federal Energy Regulation Commission, as well as in his defense in a securities fraud action brought by the San Diego County Employee's Retirement Association (an investor in Amaranth) in connection with Amaranth's loss of billions of dollars under management in September 2006.

• Representative Matters in the Energy Investing

  • YPF S.A. in successfully defeating claims for roughly $15 billion in damages and pre-judgment interest that were brought by Petersen Energía and Eton Park (both funded by Burford Capital) in the S.D.N.Y. arising from the Republic of Argentina’s 2012 intervention in YPF and subsequent expropriation of 51% of YPF’s capital stock.
  • The D. E. Shaw Group and Madison Dearborn Partners in their $327 million litigation win against TerraForm for breach of contract arising from the plaintiffs’ sale of First Wind Holdings, LLC to TerraForm and SunEdison Inc.
  • Warrior Holdings, an entity owned by funds managed by Carlyle, in litigation in Delaware Chancery Court brought by a stockholder representative, arising from its merger agreement with Saama Technologies, Inc.
  • D. E. Shaw and Madison Dearborn Partners, as holders of exchangeable notes and other claims against SunEdison, in SunEdison’s Chapter 11 proceedings in the U.S. Bankruptcy Court for the Southern District of New York, and in obtaining dismissal of a $300 million avoidance action seeking to claw back transfers made as part of a complex transaction related to the $2.4 billion sale of a renewable energy company.
  • The South Carolina Public Service Authority (“Santee Cooper”) in litigation in the brought by Westinghouse in the SDNY to enforce the terms of a $ 9 billion engineering, construction and procurement agreement involving the construction of two nuclear power plants, and its successful resolution in a transaction permitting Santee Cooper’s ownership and sale of disputed equipment.
  • Robert Jones, formerly Chief Risk Officer of Amaranth Advisors, a Greenwich, CT-based hedge fund, in a regulatory investigation by the Federal Energy Regulation Commission, as well as in his defense in a securities fraud action brought by the San Diego County Employee's Retirement Association (an investor in Amaranth) in connection with Amaranth's loss of billions of dollars under management in September 2006.