EXPERIENCE

Dan’s representative engagements include:

• Fresenius SE & Co., a German healthcare company, in a landmark ruling, affirmed by the Delaware Supreme Court, that Fresenius was justified in terminating a $4.8 billion merger agreement with Akorn Pharmaceuticals due to Akorn’s post-signing decline and Akorn’s breaches of FDA data integrity requirements, both constituting Material Adverse Effects (MAE) under Delaware law. The decision was the first to find an MAE justified based on post-signing financial decline and other factors;
• Channel Medsystems, Inc., a medical device start-up, in a major trial victory in the Delaware Court of Chancery in a Material Adverse Effect litigation with Boston Scientific Corporation in which Boston Scientific unsuccessfully sought to terminate its $250 million acquisition of the company;
• Alere, Inc., a medical device and point-of-care testing company, in a closely watched, multibillion-dollar M&A litigation concerning its acquisition by Abbott Laboratories;
• the independent directors of former CBS Corp. in successfully resolving parallel multibillion-dollar securities class and derivative actions brought in the Delaware Court of Chancery asserting breach of fiduciary duty claims, among others, arising from the stock-for-stock merger of CBS and Viacom;
• Tesla and its board of directors in derivative lawsuits in both Delaware state and federal courts alleging breaches of fiduciary duty by Tesla’s directors relating to Elon Musk’s social media usage and communications;
• the independent directors of JPMorgan Chase & Co. in securing the dismissal of a derivative claim alleging that the defendants breached their fiduciary duties by ignoring alleged “red flags” regarding purported violations on the Zelle payments platform of the Electronic Fund Transfer Act and related regulations;
• the special committee of the board of directors of QAD Inc., a leading provider of cloud-based enterprise software solutions, in defending a stockholder’s preliminary injunction motion brought in the Delaware Court of Chancery seeking to block a shareholder vote on QAD’s $2 billion merger with private equity firm Thoma Bravo. The ruling, which followed a highly contested hearing and expedited discovery, allowed for the transaction to proceed to a shareholder vote and the sale was completed shortly thereafter;
• Symbiont.io in a trial victory in the Delaware Court of Chancery in connection with its lawsuit against Ipreo Holdings and IHS Markit which arose out of the defendants’ bad-faith efforts to undermine a joint venture between Symbiont and Ipreo intended to leverage blockchain technology in the syndicated loan market. The Court issued a verdict awarding more than $140 million to the joint venture entity—one of the largest damages awards in recent years in the Court of Chancery;
• the former directors of Outerwall Inc., the parent company of retail kiosks such as Redbox and Coinstar, in securing dismissal of a breach of fiduciary duty class action before the Delaware Court of Chancery challenging Outerwall’s acquisition by a private equity firm in a $1.6 billion transaction; and
• Shutterfly, Inc. in securing the dismissal, affirmed on appeal by the Third Circuit, of a putative stockholder class action in the District Court of Delaware concerning disclosures made in a proxy statement the company issued prior to being acquired in a $2.7 billion transaction.