Matthew DiRisio

M&A and Corporate Governance Litigation

• Leading a post-closing dispute for Paste Media Group in Delaware Superior Court against G/O Media, involving breach of contract and fraud claims tied to Paste’s acquisition of AVClub.com and related assets.
• Representing a major investor in appraisal action in the Commercial Division of New York State Supreme Court against Enzo Biochem, Inc., seeking payment for shares in connection with a 2023 asset sale to Laboratory Corporation of America.
• Led the defense of Jernigan Capital and its executives in a stockholder class action in Tennessee state court asserting breach of fiduciary duty claims in connection with a take-private deal with affiliates of NexPoint Advisors, L.P. We achieved a highly favorable settlement after modest discovery.
• Led the defense of Pendrell Corporation and executives in stockholder class action filed in the Delaware Court of Chancery challenging a US$2B de-SPAC merger between Holicity, Inc. and Astra Space, Inc.  The case settled favorably before meaningful discovery ensued.
• Led Cox Communication’s successful appeal to the Delaware Supreme Court of an adverse judgment and injunction in favor of T-Mobile. The reversal freed Cox to enter the half-billion dollar wireless services market and was featured in Am Law’s March 11, 2022 “Litigator of the Week” column (First Runners-Up).
• Represented R1 RCM and its independent board members in stockholder derivative litigation in Delaware Chancery Court challenging a recapitalization forged by R1’s controlling stockholders, resulting in a highly favorable settlement for R! and the directors.
• Represented a large U.S.-based multinational conglomerate in its capacity as the 20% minority shareholder of a Latin American commercial bank in post-closing ICC arbitration arising out of client’s US$1B cross-border sale of control of the bank and the follow-on acquisition of the acquirer, violating our client’s “tag-along” rights. After a two-week trial, the ICC panel awarded our client approximately US$300M, plus attorneys’ fees.
• Represented BAE Holdings in Delaware litigation against a majority owner regarding LLC Agreement rights worth at least US$90M; achieved favorable settlement after court indicated that BAE was likely to prevail.
• Led defense of Global Eagle Entertainment Inc. in a suit filed in the S.D.N.Y. by a warrant holder regarding “cashless exercise” provisions. The court granted defendant’s motion to dismiss in its entirety, where an adverse result may have required highly-dilutive issuance of tens of millions of additional stock shares.
• Represented eBay, Inc. in connection with multi-forum stockholder class action litigation challenging its US$2.4B acquisition of GSI; led to successful transaction and favorable settlement.
• Represented private equity firm Sycamore Partners in shareholder class action in NY Supreme Court challenging its US$2.2B acquisition of The Jones Group. The case settled favorably after denial of expedited discovery.
• Represented Blackboard, Inc. and its board of directors in multi-forum stockholder class action litigation challenging the company’s US$1.6B acquisition by Providence Equity, in which the court denied plaintiffs’ motion for expedited discovery and granted defendants’ motion to dismiss the case in its entirety.
• Represented RCS Capital in “busted deal” litigation in the Delaware Court of Chancery challenging RCS’s termination of approximately US$700M agreement to acquire entities from American Realty Capital Partners based on the occurrence of a “material adverse effect,” ultimately resulting in favorable settlement.
• Represented The Talbots, Inc. and its board in stockholder class action in Delaware arising out of Talbots’ merger with BPW Acquisition Corp.; led to successful transaction and favorable settlement.
• Represented LifePoint Hospitals, Inc. and its board in litigation filed by a dissident hedge fund in the Delaware Court of Chancery seeking to nominate a slate of directors to LifePoint’s board; the Court denied a preliminary injunction delaying annual stockholders’ meeting and dismissed case on summary judgment.
• Represented Alimentation Couche-Tard, Inc. in litigation arising out of Casey’s General Stores’ effort to enjoin Couche-Tard’s tender offer to acquire it based on alleged violations of Section 14(e) of the Williams Act and Section 10(b) of the Exchange Act; court denied Casey’s preliminary injunction motion.
• Represented numerous private equity firms and operating companies on both the buy-side and sell-side in post-closing fraud claims and indemnification disputes.

Federal Securities Litigation and Related Matters

• Leading the defense of Sprout Social, Inc. and certain of its executives in a securities class action in the N.D. Ill. asserting claims under Sections 10(b) and 20(a) of the Exchange Act and alleging that misrepresentations and omissions concerning the Company’s strategic shift to enterprise business led to an approximate $1B loss in market capitalization.
• Leading the defense of Jernigan Capital and its board of directors in a securities class action in the S.D.N.Y. asserting claims under Sections 14(a) and 20(a) of the Securities Exchange Act in connection with Jernigan’s take-private deal with affiliates of NexPoint Advisors, L.P.
• Represented Becton, Dickinson and Company and certain executives in a securities fraud class action in D.N.J. asserting claims under Sections 10 and 20 of the Exchange Act and SEC Rule 10b-5 and alleging that material misrepresentations and omissions about the regulatory status of a key product led to approximate $9B loss in market capitalization. The case settled favorably after extensive discovery and mediation.
• Led defense of Boxwood Merger Corp. (a SPAC) and its directors in a class action asserting claims under Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9 in connection with Boxwood’s $710 million merger with Atlas Intermediate. The case settled favorably after modest supplemental disclosures.
• Represented chip card producer CPI Card in federal securities class action asserting claims under Section 11 of the Securities Act and a follow-on derivative suit alleging that CPI made overly optimistic predictions in IPO documents regarding conversion from magnetic to chip cards. Both suits settled on favorable terms.
• Represented Charles Schwab & Co., Inc. in dispute over transferability of restricted stock under federal securities laws, resulting in favorable settlement.
• Represented The Talbots, Inc. and certain officers and directors in putative stockholder class action alleging violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 (along with corresponding state court derivative litigation), in which court granted defendants’ motion to dismiss the case in its entirety.
• Represented Candela Corp. and certain executives in securities class action asserting claims under Section 10(b) of the Exchange Act and related state court derivative litigation; resulted in favorable settlement.

Board and Committee Representations/Investigations

• Represented special committee of Lordstown Motors board of directors in evaluating and determining disposition of stockholder derivative claims in connection with Lordstown’s bankruptcy.
• Represented board of directors of Granite Construction Incorporated in investigating and evaluating stockholder derivative demands following class action and derivative claims concerning accounting restatement. Demands were ultimately rejected and released as part of a derivative settlement.
• Regularly advises companies in connection with “books and records” demands and actions pursuant to DGCL §220 and contractual inspection rights.
• Advised public company board of directors in evaluating internal compliance controls and board’s fulfillment of fiduciary oversight duties.

Regulatory Inquiries and Investigations

• Led representation of public REIT in SEC formal investigation into valuation practices. After modest document production, the Staff confirmed in writing that it would not bring an enforcement action.
• Represented dozens of clients, including Granite Construction, Disney, eBay, Applied Materials, Inc., Dell, AGL Resources, Inc., UBS Securities LLC and Fidelity National Financial, in responding to regulatory inquiries or investigations by the SEC and/or FINRA.