M&A Litigation

HControl Holdings LLC, et al. v. Antin Infrastructure Partners S.A.S., et al. (Del. Ch.)

Represented Antin Infrastructure Partners S.A.S. in litigation arising out of Antin's decision to terminate its acquisition of OpticalTel based on sellers’ several uncured breaches. Following an expedited bench trial, Golden Flag secured judgment in favor of Antin. The court held that OpticalTel breached the merger agreement, rendering Antin's termination valid. Motion for new trial defeated.

Thomas v. Bergstrom et al. (Del. Ch.); Kraft v. Third Coast Midstream, LLC (S.D.N.Y.)

Defending ArcLight Capital Partners, one of its portfolio companies, and certain of its officers and directors in two putative class actions in New York and Delaware relating to ArcLight’s merger with American Midstream Partners. Golden Flag achieved full dismissal of the New York case and partial dismissal of the Delaware case.

Firefighters’ Pension System of the City of Kansas City, MO, et al. v. Presidio, Inc., et al. (Del. Ch.)

Defending BC Partners in a putative shareholder class action arising out of its $2.1 billion acquisition of Presidio, Inc. Defeated plaintiffs’ preliminary injunction in 2019.

In re Bemis Co. Securities Litigation (S.D.N.Y.)

Won complete dismissal in 2021 without leave to amend for Amcor Ltd. and Bemis Company of purported shareholder class action litigation arising out of Amcor’s $6.8 billion all-stock acquisition of Bemis. The case presented important pleading stage issues for merger-related litigation in federal courts. Related litigation filed in Missouri state court was dismissed.

In re Essendant, Inc. Stockholder Litigation (Del. Ch.; Del.)

Defended Essendant, Inc., a number of its affiliates, its portfolio parent, Sycamore Partners, and Staples, Inc. in a consolidated putative shareholder class action arising from Essendant’s $1 billion acquisition by Staples. Won full dismissal with prejudice, an increasingly rare occurrence in Delaware shareholder litigation.

Lionbridge Technologies Litigation (D. Del.; 3d Cir.); English, et al. v. Narang, et al. (Del. Ch.; Del.)

Obtained back-to-back wins for H.I.G. Capital: securing summary judgment, affirmed on appeal, disposing of a post-closing class action arising from the take-private acquisition of Lionbridge; and dismissal, affirmed on appeal, of a putative class action arising from the $283M acquisition of NCI.

In re Garrett Motion Inc. Securities Litigation (S.D.N.Y.)

Won dismissal in 2022 for a Honeywell employee / former officer of Garrett Motion, of a putative securities class action alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act arising from Honeywell’s spin-off of Garrett and its accounting for asbestos-related liabilities.

Strategic Investment Opportunities LLC v. Lee Enterprises, Inc., et al. (Del. Ch.).

Represented Lee Enterprises and certain of its officers and directors in the successful defense of proxy contest by hostile bidder Alden Global Capital. Golden Flag won a complete verdict for Lee following an expedited trial upholding Lee’s enforcement of advance notice bylaw. Golden Flag also defeated Alden’s subsequent expedited request to enjoin Lee’s annual meeting in a lawsuit filed two days after the initial verdict. Lee Enterprises announced the preliminary vote results of its 2022 annual meeting of shareholders at which shareholders overwhelmingly voted to re-elect each of the company’s nominees to the Lee board of directors. The vote represented a resounding rejection of Alden’s multiple efforts to destabilize Lee.

NortonLifeLock Inc. Merger with Avast - Deal Litigation

NortonLifeLock and its board of directors, defended in shareholder litigation stemming from its $25 billion combination with Avast. The deal closed and the cases were dismissed.

Whiting Petroleum Corp. Merger with Oasis Petroleum – Deal Litigation

Represented Whiting Petroleum Corporation and several of its officers and directors in shareholder litigation alleging violations of Sections 14(a) and 20(a) of the Securities Exchange Act, a putative class action alleging breach of fiduciary duty and a related book and records demand stemming from its pending $6 billion merger of equals with Oasis Petroleum, an exploration and production company with assets in the Williston Basin. In 2022, Golden Flag defeated a motion to enjoin the stockholder vote on the proposed merger in the Delaware class action, effectively signaling the end of the litigation, and the Colorado cases were voluntarily dismissed.