Shareholder Litigation & Enforcement

Obtained dismissal of securities fraud class action challenging a pipeline company’s disclosures regarding its operations and maintenance efforts; the Fifth Circuit Court of Appeals affirmed the dismissal. In re Plains All American Pipeline, L.P. Sec. Litig., 307 F. Supp. 3d 583 (S.D. Tex. 2018), aff’d, 777 Fed. App’x 726 (5th Cir. 2019)

Secured on appeal affirmance of dismissal of a securities class action complaint against a pharmaceutical company and two senior officers arising from disappointing FDA action on a drug approval application; represented defendant officers and directors also in related shareholder derivative litigations in federal and state courts in California. Ingram v. VIVUS, Inc., 591 F. App’x 592 (9th Cir. 2015)

Obtained pleadings-stage dismissal of securities fraud claims arising after a sudden drop in a company’s stock price; the Third Circuit Court of Appeals affirmed the dismissal. Anderson v. StoneMor Partners, L.P., 296 F. Supp. 3d 693 (E.D. Pa. 2017), aff’d, 927 F.3d 710 (3d Cir. 2019)

Obtained dismissal of class action challenging an upstream energy company’s disclosures in a merger proxy under the federal securities laws. Braun v. Eagle Rock Energy Partners, L.P., 223 F. Supp. 3d 644 (S.D. Tex. 2016)

Defeated a unitholder’s attempt to enjoin a merger between an MLP and its affiliate under federal securities laws. Greenthal v. Joyce, 2016 WL 362312 (S.D. Tex. Jan. 29, 2016)

(S.D.N.Y.) — Obtained dismissal on behalf of broker-dealer and two of its officers in SEC action arising from the Madoff Ponzi scheme

(D. Md.) — Initial Motion to Dismiss granted with prejudice of a securities class action against a biotechnology company, and certain officers and directors, related to a failed drug trial

(Del. Ch.); (W.D. Wash.); (Wash. Super. – King Cnty.) — Represented a biotechnology company, and various officers and directors, in a consolidated securities class action in federal court in Washington State, and in related individual securities litigation and shareholder derivative litigations in state and federal court in Washington State and in Delaware, relating generally to missed revenue guidance, the withdrawal of financial guidance and alleged insider trading; all litigation was settled favorably

Obtained post-trial judgment permitting Energy Transfer Equity, LP to terminate $36 billion merger agreement with The Williams Companies based on failure of condition precedent; the Delaware Supreme Court affirmed the decision. The Williams Companies, Inc. v. Energy Transfer Equity, L.P., 2016 WL 3576682 (Del. Ch. June 24, 2016), aff’d, 159 A.3d 264 (Del. 2017)

Obtained post-trial judgment on behalf of Huntsman Corporation that the buyer in a $10 billion merger breached its obligations to use its reasonable best efforts to secure its financing and consummate the merger with our client. Hexion Specialty Chemicals, Inc., et al. v. Huntsman Corp., 965 A. 2d 715 (Del. Ch. 2008)

Obtained reversal from the Delaware Supreme Court of an injunction entered by Delaware Chancery Court in lawsuit arising from a proposed transaction involving C&J Energy Services, Inc. and a subsidiary of Nabors; the Court of Chancery subsequently granted defendants’ motion to dismiss, and the Delaware Supreme Court affirmed the dismissal. C&J Energy Servs., Inc. v. City of Miami Gen. Employees’, 107 A.3d 1049 (Del. 2014), on remand, 2016 WL 4464274 (Del. Ch. Aug. 24, 2016), aff’d, 158 A.3d 885 (Del. 2017)

Obtained take-nothing post-trial judgment in the Delaware Court of Chancery on behalf of defendants in a class action lawsuit alleging that a midstream MLP’s general partner and directors had breached their duties in connection with a securities issuance; the Delaware Supreme Court affirmed. In re Energy Transfer Equity, L.P. Unitholder Litig., 2018 WL 2254706 (Del. Ch. May 17, 2018), aff’d, 223 A.3d 97 (Del. 2019)

Obtained post-trial judgment in favor of defendants in a class action lawsuit alleging that a midstream MLP’s general partner had breached its duties when agreeing to merge the MLP with an affiliated energy company. Dieckman v. Regency GP LP, 2021 WL 537325 (Del. Ch. Feb. 15, 2021)

Obtained dismissal from Delaware Chancery Court and affirmance from the Delaware Supreme Court of claims arising from take-private transaction of publicly traded MLP by the owner of its general partner; obtained dismissal of related action in Delaware federal court. Allen v. Encore Energy Partners, L.P., 72 A.3d 93 (Del. 2013)

(Tex. Dist. – Harris Cnty.) — Obtained summary judgment on behalf of midstream company, its directors, and certain of its affiliates in lawsuit alleging breach of an MLP partnership agreement in connection with a drop-down transaction

Obtained dismissal on behalf of E&P company, its directors and certain of its affiliates in class action lawsuit alleging breach of fiduciary duty arising from merger transaction; obtained dismissals in related litigation in the U.S. District Court for the District of Delaware, the U.S. District Court for Southern District of New York, and in Texas state court. In re Crimson Exploration Inc. Stockholder Litig., 2014 WL 5449419 (Del. Ch. Oct. 24, 2014)

Represented international construction company in an SEC investigation arising out of company’s use of confidentiality agreements with employees, resulting in closely watched settlement

Successfully represented and currently represent a major international financial firm in connection with regulatory inquiries brought by the SEC, FINRA, and state law enforcement agencies, including inquiries into the firm’s investments in energy projects

Represented a biotechnology company, and various officers and directors, in an SEC investigation during concurrent litigation regarding missed revenue guidance, the withdrawal of financial guidance and alleged insider trading; the SEC issued pre-Wells notices to certain individual clients; following our responses, the SEC closed its investigation without taking any enforcement action

Representation of oil and gas company in an SEC investigation related to company’s sales practices

Successfully represented a private equity firm in an SEC pay-to-play investigation

Represented field services company in an SEC investigation related to accounting for employee PTO and general financial controls 

Representation of Big Four accounting firm in an SEC investigation regarding appropriate accounting for VPP transactions by gas production company

Successfully represented an independent exploration and production company in an SEC investigation in connection with activities involving shale gas plays; the SEC concluded its investigation without any enforcement action

Representation of international construction company in an SEC investigation of financial restatement arising out of percentage completion accounting practices