Certain extraordinary corporate transactions give rise to inherent conflicts of interests, pitting the best interests of management against those of public shareholders. These special situations can include related-party transactions with controlling shareholders or corporate insiders, mergers and acquisitions, and defensive responses to hostile takeovers or threatened proxy contests, among others.
Block & Leviton has extensive experience in representing shareholders in this complex area of law, and has achieved significant litigation successes, including:
- Google Inc. Class C Shareholder Litigation: This shareholder class action arose from a recapitalization proposed by Google’s founders and controlling shareholders to split the Company’s Class A common stock into voting and non-voting shares. As co-lead counsel, Block & Leviton reached a settlement, on the eve of trial, that resulted in a $522 million adjustment payment to holders of the non-voting shares as well as other corporate governance reforms.
- 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.
- JAKKS Pacific Derivative Litigation: As co-lead counsel, Block & Leviton challenged a share buyback alleged to be unfairly priced and intended to entrench the incumbent board of directors from a threatened proxy contest. Block & Leviton negotiated a settlement that imposed key corporate governance reforms, valued by an academic expert as worth as much as $40 million. Shortly after the settlement was announced, two activist investors announced that they had taken positions in JAKKS Pacific—causing a 15% increase in the stock price. Independent analysts credited the settlement with encouraging these investments.
Contact the firm for more information about our Corporate Governance and M&A Litigation practice.