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M&A Litigation 2013


Speaker(s): A. Thompson Bayliss, Anne C. Foster, David R. Marriott, Gary A. Bornstein, Hon. Henry duPont Ridgely, Hon. John W. Noble, Jenness E. Parker, Joel Friedlander, Pamela S. Tikellis, Peter E. Kazanoff, Stephen P. Lamb, Stuart J. Baskin, Theodore N. Mirvis, William M. Lafferty
Recorded on: Jun. 27, 2013
PLI Program #: 43120

Mr. Friedlander is a stockholder of litigation boutique Friedlander & Gorris, P.A., which was named 2015 “Delaware Firm of the Year” by Benchmark Litigation.  He is co-lead counsel in In re Rural/Metro Corporation Stockholders Litigation, in which the class obtained partial settlements and a final judgment (currently on appeal) in excess of $105 million.  Earlier this year, in In re Activision Blizzard, Inc. Stockholders Litigation, Mr. Friedlander presented and obtained approval of a $275 million settlement, the largest cash settlement in Court of Chancery history.  He has been profiled in The Wall Street Journal and named “Litigator of the Week” in The Am Law Litigation Daily.

Mr. Friedlander graduated from the University of Pennsylvania Law School, where he was Executive Editor of the University of Pennsylvania Law Review and a recipient of the Fred G. Leebron Award for Constitutional Law.  He serves on the Board of Advisors of the University of Pennsylvania Institute of Law and Economics, as President of the Delaware Region of Jewish National Fund, as a director of Rodney Street Tennis & Tutoring Association, and as a member of the Delaware State Advisory Committee of the U.S. Commission on Civil Rights.

His publications include: “Overturn Time-Warner Three Different Ways,” 33 Delaware Journal of Corporate Law 631 (2008); “The Rule of Law at Century’s End,” 5 Texas Review of Law & Policy 317 (2001); “Corporation and Kulturkampf: Time Culture as Illegal Fiction,” 29 Connecticut Law Review 31 (1996); and “Constitution and Kulturkampf: A Reading of the Shadow Theology of Justice Brennan,” 140 Pennsylvania Law Review 1049 (1992).

Mr. Friedlander has spoken on corporate law issues at the University of Pennsylvania Law School, Harvard Law School, New York University School of Law, Widener University School of Law, the Mercatus Center at George Mason University, and Hebrew University in Jerusalem.  In 2015, he participated in the inaugural session of the Salzburg Forum on Global Developments in Corporate Governance.


David R. Marriott is a partner in Cravath’s Litigation Department. His practice focuses on litigation and alternative dispute resolution, generally concerning business disputes and matters in the areas of intellectual property, securities and antitrust.

Mr. Marriott has tried, argued and litigated cases in both state and federal courts, and has been involved with numerous forms of alternative dispute resolution.  His clients have included CSX Corporation, Delta Air Lines, IBM, Mylan Inc., NCR Corporation, Novartis, QUALCOMM Incorporated, Bristol-Myers Squibb Company, Lazard Frères & Co. LLC, AT&T, Bank of America, Eli Lilly, the Massachusetts Institute of Technology, the President and Fellows of Harvard College, and Air Products & Chemicals, Inc.

Mr. Marriott is an Adjunct Professor at New York University School of Law, and a Lecturer in Law at Columbia University School of Law. 

Mr. Marriott has been recognized as a leading lawyer by organizations such as Lawdragon, The Legal 500, IAM Patent, Leaders League and Super Lawyers. 

Mr. Marriott is the editor of New York Business Litigation (NYLJ 2013) and a contributing author and editor of Winning at Trial (ALM 2014).  His other publications include:  “Opening to Win: Seven Tips for Delivering an Effective Opening Statement” (NYLJ, November 14, 2011); “Picking a Winner:  Ten Tips for Selecting the Best Possible Jury” (NYSBA Journal, September 2011); “A Direct Path To Winning: Tips for Conducting an Effective Direct Examination” (NYLJ, July 2011); “10 Tips for Picking a Jury” (PLI 2010); “7 Tips for a Winning Opening Statement” (PLI 2010); “Selecting the Best Possible Jury” (PLI 2009); “Current Legal Issues Relating to Complex Litigation” (PLI 2007); “Modern Ethical Issues in Complex Litigation” (PLI 2007); “Document Production: An Effective System in the Electronic Age is Critical to Withstanding Challenge” (NYLJ, August 21, 2006); “Ethical Considerations in Electronic Discovery” (PLI 2006); and “Selected Topics Arising in Multiple Defendant Litigation” (PLI 2006).

Mr. Marriott is the chair of the Practising Law Institute’s conference “Trial by Jury” and has been a repeat moderator of other PLI conferences, such as “Bet the Company Litigation.”  Mr. Marriott is also the chair of the New York City Bar’s Annual “Institute for Corporate Counsel.”

Mr. Marriott is admitted to practice before the state court of New York and, on the federal level, before the U.S. Supreme Court; the U.S. Courts of Appeals for the Federal, First, Second, Third, Fourth, Sixth, Ninth, Tenth and Eleventh Circuits; and the U.S. District Courts for the District of Utah, the Eastern District of New York, the Eastern District of Michigan, the Northern District of California, the Southern District of New York, and the Western District of Michigan.

Mr. Marriott received his J.D. from New York University in 1994.  Following graduation, Mr. Marriott served as law clerk to Hon. Eugene F. Lynch of the U.S. District Court for the Northern District of California.  The following year, he served as law clerk to Hon. Albert J. Engel of the U.S. Court of Appeals for the Sixth Circuit.  Mr. Marriott received his B.A. from Brigham Young University in 1991.  He joined Cravath in 1996 and became a partner in 2003.


Education:

University Of Virginia School of Law, J.D.
Winner of the William Minor Lile Moot Court Competition.
Virginia Tax Review, Managing Editor.
Yale University, B.A. History.

Representative Publications:

  • “Corwin: Claim Extinguisher, Standard of Review Shifter or Both?  The Debate Over Stockholder Voting And The Business Judgment Rule,” PLI Course Handbook (2016)
  • “No Pay Provisions: The Forgotten Middle Ground In The Fee-Shifting Battle,” The Harvard Law School Forum on Corporate Governance and Financial Regulation (June 1, 2015).
  • “Buck-Passing Under 102(b)(7): The (Unanticipated?) Liability-Shifting Impact of Director Exculpation,” Insights (November 2014)
  • Caveat Emptor: Contractual Indemnification Provisions in Acquisition Agreements and Resulting Acquirer Risk for Unknown Actions of Target Fiduciaries,” The M & A Lawyer (April 2013).
  • “Letting Information Sink In:  An Analysis Of Delaware Cases Assessing The Time Necessary To Absorb Supplemental Disclosures,” PLI Course Handbook (2013).
  • “Does Your Deal Lawyer Belong In the Witness Chair?  Assessing Whether To Raise The Advice of Counsel Defense In M&A Litigation,” PLI Course Handbook (2012).
  • “The Rise of ‘Strong Form’ Special Committees,” Insights (November 2011).
  • “Delaware Chancery’s $1.3 Billion Damage Award: 19 Take-Aways,” Deal Lawyers (November/December 2011).
  • “Frequently Asked Questions, Answers and More Questions about the Business Strategy Immunity,”  PLI Course Handbook (2011).
  • “Guidance on Fee Negotiations and Settlements,” Insights (September 2011).
  • “The Implications of King v. VeriFone Holdings, Inc.,” Insights (April 2011).
  • “How Process Flaws Can Rewrite Your Merger Agreement:  Misconduct, Remedies and Del Monte,” Deal Lawyers (March/April 2011).
  • “Delaware’s New Guidance: Appropriate Scope & Scale of Internal Investigations Involving Officers,” Corporate Governance Advisor(September/October 2010).

Professional Honors, Associations and Memberships:

Delaware State Bar Association

Bar Admissions:

Delaware
United States District Court for the District of Delaware

Outside of Abrams & Bayliss:

Member, New Castle Sailing Club


Gary A. Bornstein is a partner in Cravath’s Litigation Department.  His practice focuses on M&A litigation and other high-stakes commercial disputes, including antitrust and securities litigation. 

In the past several years, Mr. Bornstein has represented buyers, sellers and lenders in contested M&A transactions, as well as corporations and directors in disputes with activist hedge funds and other shareholders.  Mr. Bornstein also regularly represents clients in litigation, arbitration and other disputes arising out of complex contractual and joint venture arrangements.  In addition to litigation, Mr. Bornstein frequently provides antitrust, fiduciary duty and other transaction-related advice.

Representative recent matters include several high-profile M&A disputes, in both hostile and negotiated transactions, as well as litigation around competitive proxy contests; various cases defending directors and officers in fiduciary duty litigation; antitrust litigation and investigations in the United States, Europe and Asia; securities litigation for various clients in federal and state courts across the country; multiple FCPA investigations; contract disputes relating to various matters including pharmaceutical royalties, real estate transactions, purchase price adjustments and syndicated loan agreements; and a successful First Amendment challenge to FCC regulations.

Mr. Bornstein was named one of New York Law Journal’s Rising Stars in 2013.  In 2012, he was recognized by Law360 as one of five outstanding attorneys in the nation under 40 in the securities arena for his M&A litigation work.  The Legal 500 also recommended Mr. Bornstein for M&A litigation in 2012 and named him a Leading Lawyer in that area in 2013.  In 2013, he and his colleagues earned the Firm distinction as “Law Firm of the Year” in M&A litigation in the U.S. News & World Report-Best Lawyers survey of the best law firms in the United States.  Mr. Bornstein has been recognized by Benchmark Litigation every year since 2009 for his litigation work. 

Mr. Bornstein was born in Merrick, New York.  He received a B.A. magna cum laude in architecture from Yale University in 1994 and a J.D. magna cum laude from Harvard in 1997, where he was a Notes Editor of the Law Review and a winner of the Ames Moot Court Competition.  After graduation, Mr. Bornstein served a clerkship with Hon. Amalya L. Kearse of the U.S. Court of Appeals for the Second Circuit.  He joined Cravath as a summer associate in 1996, returned to join the legal staff in 1998 and became a partner in 2005.

Mr. Bornstein is conversant in Spanish, French and Russian.

Mr. Bornstein may be reached by email at gbornstein@cravath.com.


Pamela S. Tikellis is a co-founder of Chimicles & Tikellis LLP and serves on the Firm’s Executive Committee.  Upon graduating from law school, Ms. Tikellis served as a law clerk in the nationally recognized Court of Chancery in Wilmington, Delaware.

Ms. Tikellis served as Co-Lead Counsel in the class action challenging the $21 billion management-led buyout of Kinder Morgan, Inc., In re Kinder Morgan, Inc. Shareholders Litigation, Consol. C.A. No. 06-C-801 (Kan.).  That action resulted in the creation of a $200 million settlement fund, one of the largest common funds in a merger and acquisition settlement.  She served as Lead Counsel in the class action challenging Roche Holding’s buyout of Genentech, Inc., In re Genentech, Inc. Shareholders Litigation, Civil Action No. 3911-VCS.  The litigation was settled shortly after the Court of Chancery held a hearing on Plaintiffs’ motion for a preliminary injunction and prior to the closing of a transaction.  The settlement provided for, among other things, the additional $4 billion in consideration paid to the minority shareholders in the transaction.

Ms. Tikellis served as Co-Lead Counsel in the Court of Chancery derivative litigation City of Roseville Employees Retirement System, et. al. v Lawrence J. Ellison, et. al., C.A. No. 6900-CS.  This action arose out of Oracle Corporation’s acquisition of Pillar Data Systems, Inc. and alleged that the acquisition of Pillar was unfair to Oracle to Ellison’s benefit.  The court approved the settlement of this case in August, 2014, resulting in Mr. Ellison’s agreeing to return 95% of the amount Oracle pays for Pillar back to Oracle. The settlement created a benefit for Oracle and its shareholders valued at $440 million and is one of the larger derivative settlements in the history of the Court of Chancery.

Ms. Tikellis serves as Co-Lead Counsel in In re Freeport-McMoran Copper & Gold Inc., C.A. No. 8145-VN, a derivative action arising out of Freeport-McMoran Copper & Gold Inc.’s agreement to acquire Plains Exploration Production Co. and McMoran Exploration Production Co.  In early 2015, the parties agreed to the terms of an approximate $154 million settlement which, as a first of its kind in history, will provide for the vast majority of the $154 million to be paid directly to the stockholders in the form of a dividend. 

Ms. Tikellis is a frequent lecturer on issues of Delaware corporate law, ethics and Court of Chancery procedures in various forums. 

Named repeatedly in Chambers and Partners as a Leading Individual, Ms. Tikellis is known as “an experienced member of the Delaware Bar and is well thought of for her plaintiff-side litigation expertise.  She advises on and appears in transactional cases and antitrust and securities fraud disputes.”

Practice areas:

  • Corporate Mismanagement & Shareholder Derivative Action
  • Mergers & Acquisitions
  • Securities Fraud

Education:

  • Widener University School of Law, J.D., 1982
    • Delaware Journal of Corporate Law, Managing Editor
  • Graduate Faculty of the New School for Social Research, Master’s in Psychology, 1976
  • Manhattanville College, B.S., 1974

Memberships and Associations:

  • Delaware Bar Association
  • American Bar Association (Litigation and Business Sections)

Admissions:

  • Delaware
  • District of Delaware
  • Third Circuit Court of Appeals

Honors:

  • 1994-2012 Member of the Board of Bar Examiners of the Supreme Court of the State of Delaware, Chair from 2010-2012
  • Historical Society of the Court of Chancery by Order of the Delaware Supreme Court, Director and Officer
  • The Delaware Bar Admission Study Committee by Order of the Delaware Supreme Court, Member
  • 1989-1992 Delaware Bar Association Ethics Committee, Chairman
  • 2011, 2012, 2013 and 2014 Chambers USA – Ranked As Leading Individual
  • 2012, 2013 and 2014 Best Lawyers
  • 2007 through present – Named Delaware Super Lawyer
  • Member, Richard N. Rodney Inn of Court
  • Martindale Hubbell – AV rated


The Honorable Henry duPont Ridgely was appointed a Justice of the Supreme Court of Delaware on July 22, 2004. From 1984 until his appointment as a Justice, he served as a general jurisdiction trial judge on the Superior Court of Delaware. From 1990 until 2004, he was the President Judge of the Superior Court of Delaware. 

Justice Ridgely is a Member of the American Law Institute, a Fellow of the National Conference of State Trial Judges, a Life Fellow of the American Bar Foundation, a Member of the American Bar Association’s House of Delegates, a Member of the Executive Committee of the Appellate Judges Conference of the Judicial Division of the American Bar Association, a Judicial Advisor to the Business law Section of the American Bar Association, a Member of the American Inns of Court Leadership Council, and a Member of the National Advisory Council of the American Judicature Society.  In addition to his judicial activities, he is an Adjunct Professor of Law at George Washington University Law School and serves on the Advisory Board of the George Washington University Law School’s Center for Law, Economics and Finance.  

Justice Ridgely received his B.S. in Business Administration from Syracuse University in 1971, his J.D. from The Catholic University of America Columbus School of Law in 1973, and his LL.M. in Corporation Law from George Washington University Law School in 1974.  


Theodore N. Mirvis is a partner in the Litigation Department at Wachtell, Lipton, Rosen & Katz. Mr. Mirvis has been with the firm for over 30 years, and, during that time, has litigated some of the landmark cases regarding corporate governance issues, mergers and acquisitions, stockholders' rights and numerous other matters involving corporate and securities litigation.  He is an expert on corporate defense.  He has written extensively on topics ranging from white-collar crime, corporate governance, mergers and acquisitions and stockholder derivative suits, and is a regular lecturer at the Harvard Business School and the Harvard Law School.

Mr. Mirvis received a B.A. summa cum laude from Yeshiva University in 1973 and received a J.D. magna cum laude from the Harvard Law School in 1976.  During law school, he served as case officer and as a member of the Editorial Board of The Harvard Law Review.  Upon graduation, Mr. Mirvis was a law clerk to the Honorable Henry J. Friendly of the United States Court of Appeals for the Second Circuit.  He is a member of the American Law Institute, the Planning Committee of the Tulane Corporate Law Institute and the Advisory Board of the Harvard Law School Program on Corporate Governance.


William M. Lafferty is a partner in the Wilmington, Delaware law firm of Morris, Nichols, Arsht & Tunnell LLP.  He practices corporate and complex commercial litigation, with an emphasis on cases involving mergers and acquisitions, proxy contests and consent solicitations, and shareholder class and derivative actions.  Bill also advises corporate clients and boards of directors with respect to litigation and transactional matters, including representing special negotiating committees, special litigation committees, and demand review committees.  Bill has acted as lead or co-lead counsel in numerous significant litigations involving Delaware corporate law issues during the past 25 years, including for companies such as Tory Burch LLC, eBay, Inc., Berkshire Hathaway, Inc., Google Inc., Facebook, Inc., Caremark, Inc., Air Products and Chemicals, Inc., ConAgra Foods, Inc., Regal Entertainment Group, GlaxoSmithKline PLC, Netflix, Inc., and United Technologies Corporation.  He also has represented many private equity firms in litigations in Delaware arising from M&A transactions, including Texas Pacific Group, Kohlberg Kravis & Roberts, Apollo, Bain Capital, Francisco Partners, Golden Gate, Insight Venture Partners, Vista, and Sun Capital Partners, Inc.

Bill has been appointed by the judges on the Court of Chancery to several roles, including his current service as Chair of the Court of Chancery Rules Committee, and previous service as a Special Master in the Court of Chancery.  By appointment of the Delaware Supreme Court, Bill currently serves on the Supreme Court Rules Committee, and previously served two terms on the Delaware Board of Bar Examiners and chaired the Delaware Commission on Continuing Legal Education.  Bill is a Fellow to the American College of Trial Lawyers and serves as member of the Advisory Board for the John L. Weinberg Center for Corporate Governance, Alfred Lerner College of Business & Economics, University of Delaware.  He has published a number of articles and contributed chapters on appraisal rights and inspection of corporate/partnership books and records to a major corporate law treatise.  He is also a regular presenter before business and professional audiences on Delaware corporate law, and has been a guest instructor at M&A law classes at the University of Pennsylvania, Stanford University, New York University, Harvard University, Columbia University and The Dickinson School of Law of the Pennsylvania State University.

Bill has been recognized as a leading Delaware litigator by a number of publications, including LawDragon’s 500 Leading Lawyers in America, Benchmark Litigation, Chambers USA: Guide to America’s Leading Lawyers, and Super Lawyers – Delaware, U.S. News & World Report/Best Lawyers.  Bill received a B.S. from the University of Delaware in 1985 and a J.D. from The Dickinson School of Law in 1989.  He served as a law clerk to The Honorable Maurice A. Hartnett, III of the Delaware Court of Chancery (1989-90).


A partner in the Corporate and Litigation Departments, Stephen Lamb focuses his practice on Delaware corporate law and governance issues arising in a variety of transactional and litigation contexts.

EXPERIENCE

Judge Lamb joined Paul, Weiss in 2009 from the Delaware Court of Chancery, where he had served as Vice Chancellor since 1997. While on the Court of Chancery, Judge Lamb decided many important corporate and commercial law matters, including the multibillion-dollar Huntsman/Hexion merger agreement dispute, the fight over the governance of IAC/Interactive Inc. and many other significant cases. Over the course of his 12 years of service, Judge Lamb gained a national reputation as a knowledgeable, fair and efficient jurist.

Judge Lamb advises Paul, Weiss clients on a full range of issues that arise in transactions, investigations and litigation. Judge Lamb counsels boards of directors, special committees and independent committees on numerous issues, including fiduciary duties and other Delaware law aspects of corporate management, focusing especially on mergers and acquisition matters.

Some of Judge Lamb’s recent representations include:

  • The Special Committee of Winn-Dixie Stores, Inc. in a merger between Winn- Dixie and BI-LO LLC in which BI-LO, a portfolio company of Lone Star Funds, acquired Winn-Dixie in a transaction valued at approximately $560 million;
  • Emdeon in its $3 billion sale to Blackstone;
  • Harbinger Capital Partners’ defense of shareholder litigation arising out of the sale of its controlling interest in Spectrum Brands, Inc. to Harbinger Group, Inc.; and
  • Viacom in a dispute over earn-out payments to selling stockholders of Harmonix Music Systems, developer of the “Guitar Hero” and “Rock Band” video games.

Judge Lamb continues to lecture and write on numerous corporate governance and Delaware law issues. He has been recognized in recent years by Lawdragon as one of the 500 leading lawyers in the United States. He is a member of the American Law Institute and the Delaware State Bar Association. Judge Lamb is also a founding member of NYSE Euronext’s Commission on Corporate Governance.

Early in his career, Judge Lamb served as a Special Counsel in the Office of the General Counsel of the United States Securities and Exchange Commission.

PRACTICES

Corporate

Corporate Governance

Mergers & Acquisitions

Litigation

Arbitration

EDUCATION

J.D., Georgetown University Law Center, 1975

B.A., University of Pennsylvania, 1971 cum laude

CLERKSHIP

Hon. H. Curtis Meanor, U.S. District Court, District of New Jersey

RECOGNITION

Lawdragon “500 Leading Lawyers in the United States”


Mr. Baskin has extensive experience in securities litigation, mergers and acquisitions litigation, criminal defense, and bank regulatory and antitrust matters.  He joined the firm as a partner in 1989,serving as head of the litigation department from 2003 to 2008.  From 1978 to 1982, he was an Assistant U.S. Attorney in the Southern District of New York and was awarded the John Marshall Award for Best Justice Department Trial Lawyer for 1982.  Mr. Baskin served as the Special Assistant to Director, Office for Civil Rights, Department of Health, Education and Welfare in Washington, D.C., from 1977 to 1978. He was also a Law Clerk to Justice William J. Brennan, Jr. of the U.S. Supreme Court from 1976 to 1977 and to Judge Walter R. Mansfield of the U.S. Court of Appeals, Second Circuit, from 1975 to 1976.  Mr. Baskin is a fellow of the American College of Trial Lawyers and has been an Adjunct Professor of Trial Advocacy at New York University School of Law.  Mr. Baskin is recognized as a leading attorney in the areas of commercial and securities litigation by Chambers USA, The Legal 500, New York Super Lawyers and Best Lawyers in America.  Mr. Baskin serves as a member of the board of directors of the Legal Aid Society.


The Honorable John W. Noble joined the Delaware Court of Chancery in November 2000. 

 Vice Chancellor Noble is a graduate of Bucknell University (B.S. in Ch. E., magna cum laude, 1972) and the University of Pennsylvania Law School (J.D., cum laude, 1975), where he was an Editor of its Law Review and elected to the Order of the Coif. Following law school, he clerked for the Chief Judge of the United States District Court for the District of Delaware. From 1977 until his appointment, he was a principal in Parkowski, Noble & Guerke, P.A., in Dover, Delaware. 


ANNE C. FOSTER has nearly thirty years of experience representing clients in corporate and commercial litigation matters, including the representation of corporations, members of boards of directors, and substantial stockholders in litigation concerning mergers and acquisitions, corporate governance, and fiduciary duties. She also advises clients regarding indemnification and advancement issues and other matters relating to the General Corporation Law of the State of Delaware. Anne has also represented numerous clients in special committee matters, including investigations in response to stockholder demands and regarding compliance issues.

Anne is a frequent speaker on issues relating to corporate litigation and ethics, and has recently lectured at the Annual Corporate Governance Conference at the University of Delaware. She has co-taught classes at Columbia Law School and the University of Pennsylvania Law School. In addition, Anne is often a PLI panelist. She is also a certified mediator with the Delaware Superior Court.


Jenness Parker focuses her practice on deal litigation matters in Delaware and other state and federal courts around the country. Her experience includes defending corporations, directors and officers, and their advisors in derivative and class action lawsuits relating to, among other things, mergers and acquisitions, fiduciary duty challenges and shareholders disputes. Ms. Parker also provides advice on issues of corporate governance and the Delaware General Corporation Law. In addition, she is on the board of editors of the treatise, Mergers and Acquisitions Deal Litigation Under Delaware Corporation Law.

Publications

• Co-Author, “Dissecting Del.’s New Discovery Guidelines,” Law360, December 14, 2012
• Co-Author, “Court of Chancery Issues New Rule to Govern Confidential Filings,” Delaware Business Court Insider, November 7, 2012
• Co-Author, “Where Del. Rule 5.1 Differs From Rule 5(g),” Law360, November 9, 2012
• Co-Author, “Depositions of Shareholder Representative Plaintiffs in M&A Deal Litigation: Revisiting Steinhardt v. Howard-Anderson,” The M&A Lawyer, April 2012
• Co-Author, “Multi-Jurisdictional Litigation: Who Caused This Problem, And Can It Be Fixed?” Delaware Journal of Corporation Law, January/February 2012
• Co-Author, “Delaware Court of Chancery Advises Careful Drafting of Advance Notice Laws,” The M&A Lawyer, May 2008
• Co-Author, “Delaware Court Enjoins Netsmart Deal,” Skadden, Arps, Slate, Meagher & Flom LLP, March 20, 2007







Pete Kazanoff is a Partner in the Firm’s Litigation Department and serves as Co-Chair of the Firm’s Recruiting Committee.  His practice focuses on securities matters, including change-of-control litigation, shareholder and derivative actions, and government and internal investigations. 

Mr. Kazanoff has substantial experience in transaction-related litigation for both private equity and corporate clients.  Private equity client representations include:

  • KKRi n transactions involving KFN, Gardner Denver, Del Monte, TXU, HCA, Dollar General and Laureate Education;
  • Blackstone in acquisitions of Polymer Group and Prime Hospitality; and
  • Apax in acquisitions of rue21 and Kinetic Concepts. 

Corporate client representations include:
  • TD Bank in its acquisition of Epoch;
  • Sealy in its sale to Tempur-Pedic;
  • Eaton in its acquisition of Cooper Industries;
  • Genesee & Wyoming in its acquisition of Rail America;
  • Xerox in its acquisition of ACS;
  • Wyeth in its sale to Pfizer;
  • Mars in its acquisition of Wrigley;
  • Schwab in its acquisition of optionsXpress; and
  • People's United Bank in several acquisitions

Mr. Kazanoff regularly represents issuers, individuals, and underwriters in federal securities litigation. Mr. Kazanoff currently represents several companies and individuals associated with Fairfield Greenwich in shareholder and other litigations arising out of investments made with Bernard Madoff. 

Mr. Kazanoff also participates in the Firm’s government and internal investigations practice, including the representation of clients in matters involving the SEC, FINRA, the New York Attorney General, the DOJ and other regulatory authorities.

Chambers and Partners has recognized Mr. Kazanoffas being “smart, commercially aware, and not just a technical lawyer, but also aware of commercial impacts”; having “exceptional mastery of securities law” and for his skills in “dealing with individual clients.”  He is an editor of the Securities Law Alert, a monthly newsletter that reports on developments in securities litigation and related areas.  Mr. Kazanoff also is a contributor to PLI’s Securities Law Practice Center.

Mr. Kazanoff joined Simpson Thacher in 1997 and became a partner in 2006.  He received his A.B., magna cum laude, from Bowdoin College in 1992 and his J.D., cum laude, from the University of Chicago Law School in 1997.  Mr. Kazanoff serves on the President’s Visiting Committee at Bowdoin College.