Experience

- Julian Dunkerton, the co-founder of global fashion retailer Superdry, in his successful bid to return to the company’s board.
- A large life insurance company in two shareholder derivative claim demand letters under Delaware law relating to alleged excessive executive compensation payments.
- Deloitte & Touche in a class action lawsuit filed by shareholders of Navistar, a former Deloitte audit client.
- The Federal Reserve Bank of New York in obtaining dismissal of claims for over $40 billion against the Bank by the largest shareholder of AIG challenging the terms of a rescue loan the Bank provided to AIG during the 2008 financial crisis.
- Interros in an agreement with Millhouse and UC RUSAL on settlement of the shareholders’ conflict, corporate governance and sale of shares in MMC Norilsk Nickel.
- Kenneth D. Lewis, former Chairman and CEO of Bank of America Corp., in shareholder, derivative and other litigation that arose out of Bank of America’s acquisition of Merrill Lynch during the 2008 financial crisis.
- Forest Laboratories and Howard Solomon, its CEO, in shareholder and derivative litigation filed in the Southern District of New York.
- Hewitt Associates in shareholder litigation relating to in its $4.9 billion merger with Aon Corporation.
- Clayton, Dubilier & Rice in shareholder litigation relating to its $3.2 billion acquisition of Emergency Medical Services Corporation.
- In re Take Two Interactive Securities Litigation, 551 F. Supp. 2d 247 (S.D.N.Y. 2008). Shareholder litigation related to stock options backdating and in consumer class actions related to the unauthorized modification and subsequent re-rating of the Grand Theft Auto: San Andreas video game.
- Schering-Plough’s former chief operating officer, in the securities class action and shareholder derivative actions filed against him, Schering-Plough and other current/former officers.
- Poweo in corporate restructuring with its controlling shareholders.
- A major pharmaceutical company in shareholder derivative and securities class action relating to drug marketing and disclosure of study results.
- Office Depot's special review committee in matters relating to shareholder derivative actions.
- Eclipsys Corporation's SLC members Ed Kangas and Dan Crippen as individual defendants in its underlying shareholder derivative litigation.
- A major Indian base metals mining company in an ongoing multimillion dollar dispute among the members of a JV for the establishment of a mining and refining operation in Africa. The case was referred to us by our client's parent company, a large Indian conglomerate, which we have represented in several previous matters. The dispute concerns claims made by the minority party to the JV that the other parties have breached the terms of a Shareholders' Agreement and managed the company in a manner unfairly prejudicial to the minority party. The matter will be referred to LCIA arbitration in London, and we are advising both on the preparations for arbitration and on parallel settlement negotiations.
- Macquarie Capital in the resolution of a dispute over a shareholders agreement relating to a French listed company.
- Hyundai Heavy Industries in an ICC arbitration involving disputes between the shareholders of Hyundai Oilbank Ltd. (HDO), South Korea’s fourth largest oil refining and marketing company, winning the largest ICC award issued at the time and Global Arbitration Review’s "Arbitration Win of the Year" (2010).
- Independent trustees of a major mutual fund company in defending litigations challenging the fees paid to the funds’ advisor.
- Current and former officers and directors of MBIA in shareholder derivative actions in the federal and state courts arising from MBIA's recent restatement of its financial statements for 1998 and subsequently.
- A leading pharmaceutical company in a shareholder derivative action filed in New York State Supreme Court relating to an antiplatelet medication.
- Fidelity Independent Directors in defense of a shareholder derivative class action claiming breach of fiduciary duty.
- HCA Healthcare in certain shareholder derivative actions.
- A Brazilian shareholder in a Brazilian thermoelectricity generation company against claims brought by its U.S. joint venturer under a shareholders' agreement. The arbitration is being conducted under ICC rules on an accelerated schedule.
- Directors of a failed telecommunications company in obtaining dismissal of a $1.8 billion creditors’ claim against them, and directors of a related company in winning summary judgment rejecting $1.1 billion in fiduciary duty claims against them by bankruptcy administrators.
- ACE Bermuda in investigations by various state attorney generals, insurance departments and the SEC, alleging antitrust violations and improper broker compensations, business placement and financial statement practices; allegations resulting in shareholder derivative and class action litigation.
- Carlyle in its joint bid with Providence Equity Partners for several Nordic telecom companies. Debevoise was acting as U.S. tax counsel and advising on the shareholders agreement.
- GoshawK Insurance in its reacquisition by shareholders through a proxy contest.
- Merrill Lynch in shareholders' arrangements related to its acquisition, as a consortium, of N&W Global Vending, an Italian vending machine company from Compass Partners European Equity Fund.
- Capital Group as selling shareholder in the BRL $926 million ($586 million) initial public offering on the BM&F Bovespa of Magazine Luiza, a leading Brazilian appliance retailer.
- A Japanese shareholder in a Brazilian mining company in a dispute arising from a shareholders’ agreement.
- The audit committee of L&H in shareholder class actions.
- Hertz in defense of shareholder claims relating to its bid to acquire Dollar Thrifty.
- A major global insurer in shareholder class action and derivative lawsuits arising from regulatory inquiries into death benefit payment practices and compliance with unclaimed property laws.
- Directors and officers of Cablevision in a derivative lawsuit related to executive and board compensation.

Shareholder activism has never been more prevalent. Drawing on decades of experience and a multidisciplinary, senior team, Debevoise provides nuanced, effective counsel to companies and boards of directors seeking to evaluate and respond to shareholder proposals for action. Activist situations are often complex, fluid and highly public. They require careful balancing of stakeholder interests, a thorough understanding of a company’s business and strategy, and a considered assessment of risk and reward. Debevoise dives deep to help companies and directors make the tough calls, armed with a thorough, up-to-date knowledge of the differences among activists and their tactics, as well as the likely responses of various shareholders. The firm has extensive experience in addressing the numerous constituencies implicated by shareholder activism, including proxy advisory services, the media, employees, commercial partners, and the SEC and other regulators. By avoiding a “one-size-fits-all” approach, Debevoise can achieve superior results for companies and their shareholders in dealing with activist situations.

Shareholder Activism

Experience