BUSINESS LITIGATION

Represented publicly traded home security monitoring company and its wholly owned operating subsidiary in an action which sought to enjoin an operational merger transaction.  Our clients owned a right of first refusal to purchase the assets of a target entity which a Goldman Sachs sponsored competitor sought to acquire through a transaction involving $28 million in cash consideration, as well as an additional $25 million-$50 million recapitalization of the target entity’s largest affiliate.  The defendants ultimately stipulated that they would not consummate the operational merger transaction until our client’s interests were addressed.

Defended founder, CEO and Board Chairman of technology start-up in federal court fraud litigation asserted by eight of company’s Series-A investors.  Those investors initially claimed damages in excess of $50 million, alleging that the company’s founder made false representations to induce their investment.

Represented sellers in a hotly contested post-closing M&A dispute arising from a merger transaction. The parties’ dispute centered on the sellers’ alleged post-closing indemnity obligations to the buyer arising from a third-party claim which sought damages in excess of $20 million against the buyer after the merger closed.

Represented pharmaceutical company in prosecuting generic drug royalty claims in Delaware’s Complex Business Court and defended against cross-designated Delaware Chancery Court claims seeking damages in excess of $12 million. 

Represented publicly registered alternative fuel company in defense of hostile takeover attempt by the company’s largest unit holder. After the unit holder refused to close on a $30,000,000 agreement for the repurchase of his interest in the company, the unit holder attempted to take control of the board of directors and filed a variety of claims against the company, members of its board, and the company’s management, including state and federal securities fraud claims, breach of fiduciary duty claims, claims to enjoin investor votes, and claims alleging certain proxy statements were misleading. See Retterath v. Homeland Energy Solutions, LLC et al, 2014 WL 7776705 (S.D. Iowa Dec. 24, 2014) (order dismissing unit holder’s federal securities fraud claims pursuant to the Private Securities Litigation Reform Act). 

Defense of a Chicago-based international law firm in breach of fiduciary duty action where the plaintiff, the former CEO of an oil and gas company, sought over $1 billion in economic damages. The Court struck the former CEO’s claims as a sanction after a five day federal court trial and entered judgment against the former CEO. See Leor Exploration & Production, LLC v. Aguiar, 2010 WL 3782195 (S.D. Fla. Sept. 8, 2010). The CEO’s trial counsel included Harvard Law Professor Alan Dershowitz, a former U.S. Attorney for the Southern District of Florida, and several large international law firms. 

Defended national consumer service provider against false advertising and deceptive trade practice claims asserted by its largest competitor. The competitor sought a permanent injunction and damages in excess of $21,000,000.00, alleging that certain sales personnel employed by companies which transact with our client had made misrepresentations to consumers across the country in order to take additional market share. 

Trial counsel for seller in a stock purchase dispute resulting in an $867,854 damage award for seller (exclusive of attorneys’ fees and costs). See Petlev c. Monitor Outlet, Inc., Case No. 2007CA017348XXXXMBAG (Fla. 15th Jud. Cir. 2007). Defended produce distributor in two consolidated federal lawsuits and related arbitration proceedings filed by multiple South American entities in connection with membership unit redemption disputes, exclusive distribution agreement litigations, and purported civil theft claims. Case was mutually dismissed following the court’s dismissal of the plaintiff’s civil theft claims, which sought damages in excess of $5,000,000. See Walinbay S.A. v. Fresh Results, LLC et al, 2014 WL 1259901 (S.D. Fla. Feb. 19, 2014). Trial counsel for plaintiff in connection with fraud and quiet title claims relating to a classic racing vessel. Prior to trial, the court entered a favorable partial summary judgment order ruling that the Federal Preferred Ship Mortgage Act does not preempt the buyer in the ordinary course provisions of Florida’s Uniform Commercial Code. See Burnett v. Sullivan et al, 2012 WL 4226404 (S.D. Fla. Sept. 5, 2012).

Defended international New York-based law firm’s Board of Directors against breach of partnership agreement, breach of fiduciary duty, and defamation claims asserted by five of the firm’s former equity partners. Yueh-Mei Kim Nutter, P.A. et al v. Schober et al, 2011 WL 1474864 (S.D. Fla. Feb. 4, 2011). 

Trial counsel international security company in a noncompete action against two former area managers resulting in a permanent injunction being entered against the former managers. The Court also awarded security company client approximately $240,000.00 in prevailing party attorneys’ fees and costs. Wackenhut Corp. v. Schira et al, Case No. 502008CA005466XXXXMB AA (Fla. 15th Jud. Cir. 2008).

Trial counsel for international video game and entertainment company in contract and property damage arbitration relating to the company’s former headquarters in Los Angeles, California. Sega Entertainment U.S.A, Inc. v. TWS Realty, Inc., AAA Case No. 50 115 00463 11 (Calif. 2011). 

Represented medical technical training school in action against one of the nations’ largest insurance agencies alleging that the agency failed to procure proper business interruption coverage. After the court entered a partial summary judgment order determining the agency was liable for at least $1,000,000 in damages, the parties settled the remaining compensatory and punitive damage claims prior to trial.