Certain extraordinary corporate transactions give rise to inherent conflicts of interests, pitting the best interests of management against those of public investors. These special situations can include related-party transactions with controlling stockholders or corporate insiders, mergers and acquisitions, and defensive responses to hostile takeovers or threatened proxy contests, among others. Illustrative results include the following:
- In re McKesson Corporation Derivative Litigation: Block & Leviton played a significant role in obtaining a $175 million cash recovery along with substantial corporate governance reforms in this consolidated derivative action brought by investors in McKesson Corporation, the largest pharmaceutical distributor in the United States, against current and former McKesson officers and directors for oversight failures that contributed to the opioid epidemic.
- Klein v. HIG Capital: As lead counsel, Block & Leviton obtained a $45 million settlement in this derivative action brought on behalf of Nominal Defendant Surgery Partners, Inc. in connection with a $310 million share issuance to Bain Capital as part of a transaction in which Bain was also buying out HIG Capital's controlling stake in the company.
- In re Pilgrim's Pride Derivative Litigation: As co-lead counsel, Block & Leviton obtained a $42.5 million cash recovery in this derivative litigation challenging Pilgrim's Pride's acquisition of Moy Park from its controlling stockholder, JBS.
- In re Handy & Harman Stockholders Litigation: As co-lead counsel, Block & Leviton obtained a $30 million settlement of this class action on behalf of former shareholders of Handy & Harman challenging the sale of the company to Handy & Harman's controlling stockholder, Steel Partners. The recovery represented a 33% premium to deal price, one of the highest premia ever achieved in the Delaware Court of Chancery.
- Onyx Pharmaceuticals Shareholder Litigation: As co-lead counsel, Block & Leviton achieved a $30 million settlement for shareholders in this class action arising from the sale of Onyx Pharmaceuticals to Amgen for a price alleged to be less than the value of a competing bid. This is the largest class action settlement of its kind in California state court history.
In the last four years in the Delaware Court of Chancery alone, our team has defeated seven dispositive motions in cases challenging mergers or other strategic transactions with zero losses and settled seven cases for a combined $197 million.
Contact the firm for more information about our Corporate Governance and M&A Litigation practice.