Gretchen Scavo

Post-closing m&a Disputes

• Representing a publicly-traded grocery chain in a $125 million post-closing “earn-out” dispute pending in Delaware Chancery Court.
• Representing a buyer of a manufacturer and designer of high-grade military applications company in a post-closing fraud and unjust enrichment action pending in Delaware Superior Court.
• Represented a human capital management company in post-closing action for fraud, breach of contract, and breach of fiduciary duty action in Illinois state court relating to purchase of an HR benefits company.
• Represented a buyer of government revenue enhancement service companies in post-closing breach of contract action in Delaware Chancery Court.
• Represented a buyer of broadband installation and construction services business in a post-closing fraud and breach of contract action in Delaware Superior Court and related action in Florida state court.
• Represented a buyer of a specialty chemical contract packaging company in action for breach of contract in Delaware Chancery Court.
• Second-chaired the successful bench trial of a federal post-closing M&A dispute on behalf of Beam Suntory, Inc. (f/k/a Jim Beam Brands Co.) arising out of Beam’s sale of certain beverage alcohol brands and associated intellectual property to Luxco, Inc. Following a three-day trial and post-trial briefing, a court in the Northern District of Illinois found in Beam’s favor on all counts, rejecting Luxco’s claims that Beam breached certain representations and warranties in the parties’ purchase agreement and awarding Beam counterclaim damages.
• Obtained a judgment for the full amount sought—including attorney’s fees and over $2 million in punitive damages—on behalf of a publicly-traded corporate client in federal post-acquisition litigation in the Northern District of Illinois.

other Significant Civil Litigation Matters

• Representing R1 RCM and its board in stockholder litigation in Delaware Chancery Court challenging a recapitalization forged by R1’s controlling stockholders and governance provisions.
• Represented BAE Holdings in Delaware Chancery Court litigation against a majority owner regarding LLC Agreement rights worth at least $90 million and achieved favorable settlement after court indicated that BAE was likely to prevail.
• Secured dismissal with prejudice at the pleading stage for a global consulting firm in a class action filed in the Middle District of North Carolina alleging claims for breach of fiduciary duty under ERISA.
• Represented one of the nation’s largest financial institutions in a consumer fraud class action filed in the Northern District of California challenging allegedly improper mortgage practices.
• Obtained dismissals with prejudice at the pleading stage of three consumer class actions (pending in federal courts in California and Florida) in which the plaintiffs alleged our client falsely advertised its popular alcohol beverage products as “handmade” and “handcrafted.” Gretchen argued the motion to dismiss in the Florida action, which was the first to be dismissed. These cases marked the first victories in a series of class action lawsuits filed against spirits and beer companies across the United States alleging false advertisement of various beverage alcohol brands and were instrumental in Law360 naming Winston & Strawn its 2015 “Food and Beverage Group of the Year.”
• Secured denial of class certification, which the Seventh Circuit affirmed on appeal, in a multidistrict class action litigation involving a popular children’s toy and a related Consumer Product Safety Commission recall.
• Represented a national fast food company in defending Lanham Act claims brought by a competitor related to one of the company’s commercials. The case settled on favorable terms days before trial.

Significant Regulatory, Investigations, and White Collar Criminal Defense Matters

• Co-led an internal investigation for a publicly-traded company into whistleblower allegations relating to internal control and accounting practices.
• Represented large financial institution in a nationwide internal investigation and threatened enforcement actions from multiple federal and state agencies.
• Conducted an internal investigation for an insurance company client into whistleblower allegations regarding related party transactions and assisted client with related SEC inquiry, after which the SEC declined to take action.
• Represented a global consulting firm in responding to numerous federal grand jury and state attorney general subpoenas.
• Defended a hedge fund manager and affiliated entities in high-profile regulatory actions and follow-on federal class action litigation alleging manipulation of the natural gas futures market.
• Represented two senior managers at a Japanese multinational company in a U.S. Department of Justice criminal price-fixing investigation. Both clients received immunity from prosecution.
• Represented a large hedge fund in a Securities and Exchange Commission investigation involving alleged cross-trading.
• Represented a cotton producer in U.S. Commodity Futures Trading Commission investigation regarding trading anomalies in the cotton futures market.
• Represented a foreign currency retail firm in litigation brought by the National Futures Association. Successfully settled the matter weeks before the final hearing.
• Represented an engineering firm in connection with its response to a federal grand jury subpoena. No charges were filed against the client.
• Represented an executive in connection with a DOJ investigation into a major automotive recall. No charges were filed against the executive.
• Conducted numerous confidential internal investigations for clients in the financial services, insurance, and manufacturing industries.