Investment Funds

Whether in cases concerning busted M&A deals, complex structured finance transactions, corporate governance disputes, securities fraud opt-out cases, or restructuring transactions in the trillion-dollar leveraged loan market, our partners have a proven record of protecting returns for venture capital, private equity and hedge funds. Our expertise has allowed us to dispose of cases at the pleading stage, obtain favorable settlements, and win large judgments and significant equitable relief at trial in federal, state, and bankruptcy courts.

Representative Matters:

Won a landmark $1 billion settlement—the largest cash settlement in Delaware history—on behalf of a class of former minority shareholders of Dell Technologies Inc. whose shares were repurchased in a December 2018 transaction for a combination of cash and Class C Dell shares while the company was controlled by Michael Dell and Silver Lake Partners. We alleged that the transaction, as orchestrated by the company’s controller, was not fair in dealing nor price to the minority shareholder. On the eve of trial in the Delaware Court of Chancery, we obtained the settlement, which Vice Chancellor Laster described as a “real and unprecedented result for the class.”
Won a trial victory after a one-week trial in the Delaware Court of Chancery on behalf of Athilon Capital Corp. and its board of directors in Quadrant v. Vertin defeating breach of fiduciary duty, breach of contract, and fraudulent transfer claims which sought hundreds of millions of dollars in damages, as well as a court order that would have forced the client to liquidate its assets and close down the business entirely. The Court issued a post-trial decision that denied all the relief Quadrant requested and permitted Athilon to continue executing the long-term business strategy that Quadrant challenged at trial. The press described this trial victory as a “resounding win” in a “literal bet-the-company case” that set precedent concerning the test for insolvency under Delaware law and that was affirmed by the Delaware Supreme Court.
Won a trial victory in the Delaware Court of Chancery in KCake v. Snow Phipps, a busted-deal case in which private equity buyer Kohlberg & Co. sought to terminate its $600 million agreement to purchase a cake decorating business from private equity seller Snow Phipps. Following a nine-day trial, the Court compelled Kohlberg & Co. to close the deal despite the lapse of its financing, ruling that Kohlberg had caused the failure of its financing and could not use that basis to excuse it from closing. This precedent-setting case established new law on the prevention doctrine.
Won a trial victory after one-week bench trial in Delaware Court of Chancery in the first COVID-era busted deal case in which the client sought to walk away from a $6 billion deal. In addition to being released from the deal, client obtained full recovery of its $600 million+ deposit and was awarded its full attorneys’ fees and costs. Affirmed on appeal by the Delaware Supreme Court in an opinion setting the precedent on ordinary course covenants in deal documents. 
Represented various private equity funds and sponsors in connection with pre-litigation disputes involving merger agreements and potential pre-closing disputes, assisting clients to avoid pitfalls that could otherwise derail the transaction or lead to adverse litigation outcomes.
Represented a leading private equity fund and its portfolio company in connection with enforcing terms of a $1 billion deal where the buyer sought to renegotiate deal terms and threatened to walk from the deal. The deal closed successfully.
Represented several leading venture capital funds against WeWork, Adam Neumann, and Artie Minson for alleged fraud in connection with an M&A transaction. The matter settled on confidential terms.
Represented a major private equity fund pre-litigation in a dispute regarding the corporate controller’s breach of fiduciary duties and a stockholder agreement based on a highly dilutive and unfair recapitalization. Successfully settled the dispute pre-litigation reversing nearly all of the dilution.
Represented Elon Musk in the highly-publicized action brought by Twitter Inc. in the Delaware Court of Chancery seeking to specifically enforce Musk’s agreement to purchase the company. Musk counterclaimed, asserting numerous claims including fraud, breaches of the representations and warranties in the purchase agreement, and the failure of certain covenants. Following significant pre-trial proceedings, the parties settled on the eve of trial.
Represented a prominent New York-based private equity firm in a partnership dispute related to approximately $200 million in auto loans. After filing suit in the Delaware Court of Chancery, won a motion to expedite and subsequently obtained a case-ending summary judgment ruling mandating the counterparty to provide the cooperation and information the client sought.
Assisted a leading middle-market private equity fund in closing $1 billion+ deal, without resorting to litigation, after counterparty threatened to walk from the deal.
Represented a group of hedge funds in pursuing a securities opt-out claim. Obtained settlement that was 7X what the opt-out plaintiffs’ recovery would have been had they remained within the class.
Represented funds in securities opt-out actions against Goldman Sachs & Co. and other investment banks for selling SunEdison securities based on allegedly false offering materials in breach of the 1933 Securities Act and California’s Blue Sky laws. The cases settled following fact discovery.