Matthew DiRisio

M&A and Corporate Governance Litigation

• Leading 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. 
• 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).
• Leading defense of Jernigan Capital and its board of directors in parallel securities class actions in the S.D.N.Y. and Tennessee state court challenging take-private deal with NexPoint Hospitality Trust and asserting claims under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and for breach of fiduciary duties.
• Representing R1 RCM and its board in stockholder derivative litigation in Delaware Chancery Court challenging a recapitalization forged by R1’s controlling stockholders.
• 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 and 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 the interpretation of “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 Court of Chancery arising out of Talbots’ merger with BPW Acquisition Corp.; led to successful transaction and favorable settlement.
• Represented King Pharmaceuticals, Inc. in multi-forum stockholder class action litigation challenging its acquisition of Alpharma Inc.; 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; Court denied motion for a preliminary injunction to delay 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

• Representing Becton, Dickinson and Company and certain current and former officers in a securities fraud class action in New Jersey federal district court asserting claims under Sections 10 and 20 of the Securities Exchange Act of 1934 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.
• Led defense of Boxwood Merger Corp., a special purpose acquisition vehicle, and its directors in a putative class action filed in Delaware federal court asserting claims under Sections 14(a) and 20(a) of the Securities Exchange Act and SEC Rule 14a-9 in connection with Boxwood’s $710 million merger with Atlas Intermediate Holdings LLC.
• Represented chip card producer CPI Card in federal securities class action litigation asserting claims under Section 11 of the Securities Act and a follow-on derivative suit arising out of allegations that CPI made overly optimistic predictions in IPO documents regarding its future prospects relating to the conversion from magnetic stripe to chip-based credit 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 of its officers and directors in stockholder class action litigation involving claims for violations of Section 10(b) of the Securities Exchange Act of 1934 and related state court derivative litigation; resulted in favorable settlement.

Stockholder Demands and Company Investigations

• Regularly advises public company boards of directors in investigating and evaluating shareholder derivative litigation demands relating to alleged securities law violations.
• Regularly advises public companies in connection with “books and records” demands and actions pursuant to DGCL §220 and like statutes.
• Currently advising public company board of directors in reviewing efficacy of internal controls.

Regulatory Inquiries and Investigations

• 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 Securities and Exchange Commission and/or FINRA.