Brinckerhoff v. Enbridge Energy Company, Inc., et al., Delaware Court of Chancery. Bragar Eagel & Squire, P.C. are prosecuting claims on behalf of a public Master Limited Partnership against its general partner and sponsor, Enbridge, Inc. arising from the 2015 repurchase by Enbridge Energy Partners, L.P. (the “Partnership”) of a 66.6% interest in the U.S. segment of the Albert Clipper pipeline, which the Partnership sold to its general partner in 2009 for $800 million. The complaint alleges that defendants breached specific provisions of the limited partnership agreement by creating a “Special Tax Allocation” which re-allocates to the Public Unitholders millions of dollars of Partnership income that should have been allocated to shares held by the general partner. In addition, the complaint alleges that the repurchase of the interest in the pipeline was not on terms that were fair and reasonable to the Partnership.
In re Activision Blizzard, Inc. Stockholders Litigation, Delaware Court of Chancery. Bragar Eagel & Squire, P.C. announced $275 million settlement of claims against Bobby Kotick, Chief Executive Officer of Activision Blizzard, Inc. (the “Company”), Brian G. Kelly, Co-Chairman of the Company, Vivendi, S.A. and other defendants, stemming from a transaction, announced in July 2013, in which the Company and an entity controlled by Kotick and Kelly purchased over 50% of the Company’s outstanding stock from Vivendi. In addition, the settlement provides for the addition of two independent directors to the Company’s board and limitations on Kotick’s and Kelly’s voting power. The action resulted in the largest cash derivative settlement in Chancery Court history.
In re El Paso Pipeline Partners, L.P. Derivative Litigation, Delaware Court of Chancery. Bragar Eagel & Squire, P.C. is prosecuting claims on behalf of a public Master Limited Partnership against its general partner and its sponsor, El Paso Corporation (now merged into Kinder Morgan, Inc.). After trial, the Court found that the general partner breached the partnership agreement by engaging in the transaction because the members of the Special Committee recommended approval of the transaction in bad faith. The Court found that defendants’ actions damaged the Partnership in the amount of $171 million. On February 4, 2016, the Court of Chancery entered judgment against El Paso Pipeline GP Company, L.L.C. in the amount of $102,206, 000. The judgment was subsequently reversed by the Delaware Supreme Court, which found that plaintiff lacked standing to pursue the derivative action.
Sudunagunta v. NantKwest, Inc., et al., United States District Court for the Central District of California. Bragar Eagel & Squire, P.C. has been appointed co-lead counsel in an action against NantKwest, a biotechnology company that develops immunotherapeutic agents for various clinical conditions. The complaint alleges that NantKwest made false and misleading statements and/or failed to disclose that: (i) NantKwest’s financial statements contained errors related to stock-based awards to the company’s Chief Executive Officer and Chairman, Patrick Soon-Shiong; (ii) NantKwest’s financial statements contained errors related to build-to-suit lease accounting at one of the company’s research and development and good manufacturing practices facilities; (iii) the company lacked effective internal financial controls; and (iv) as a result of the foregoing, NantKwest’s public statements were materially false and misleading at all relevant times.
“Camel Cash” Class Action Lawsuit: Sateriale v. R.J. Reynolds Tobacco Co., Inc., United States Northern District Court for the District of California. Bragar Eagel & Squire, P.C. was appointed to represent a class of California adult smokers who purchased packs of Camel cigarettes and collected Camel Cash, or “C-Notes,” as part of the Camel Cash loyalty program. The class asserted claims that Reynolds breached its contract with program members when, on October 1, 2006, Reynolds removed all of the non-tobacco related merchandise from the Camel Cash program, and program members could redeem C-Notes only for cigarettes or coupons for dollars off cigarettes. In 2012, we obtained a victory before the United States Court of Appeals for the Ninth Circuit reversed the district court’s dismissal of the complaint. Pursuant to a settlement reached in 2016, Reynolds will offer Class Members the opportunity to use C-Notes that they collected and held as of October 1, 2006, to redeem for non-tobacco merchandise. Class Members can participate in the Settlement even if they no longer hold their C-Notes. Reported decisions at 697 F.3d 777; 2014 U.S. Dist. LEXIS 176862 (denial of defendant’s motion for summary judgment); 2014 U.S. Dist. LEXIS 176858 (granting in part class certification).
Gerber v. Enterprise Products Holdings, LLC, Delaware Court of Chancery. Bragar Eagel & Squire, P.C. served as lead counsel for derivative and class claims arising out of a variety of master limited partnership transactions, alleging that the general partner’s approvals of the transactions were done in bad faith and in breach of the implied covenant of good faith and fair dealing. One action was settled by defendants agreeing to a merger that increased the value of the limited partnership units by approximately $400 million. In another action, after the trial court dismissed the complaint, we prevailed before the Delaware Supreme Court to reinstate the claims for breach of implied covenant. The matters settled for $12.4 million for the Master Limited Partnership unitholders. Reported decision at 67 A.3d 400 (2012).
Riverhead Motors v. Ronald Siegel, et. ano., Supreme Court of the State of New York, New York County. Bragar Eagel & Squire, P.C. represents an automobile dealership suing its former manager and comptroller who were engaged in a fraud that cost the dealership more than $4 million. The case involves showing the manager and comptroller took advantage of a flaw in a bank’s system for lending and then hid the fraud from both the bank’s auditor and management.
In re: Industrial Enterprises of America, United States District Court for the District of Delaware and United States District Court for the District of Colorado. Bragar Eagel & Squire, P.C., along with another firm, represents the bankruptcy trustee of a company whose two principals were convicted of fraud and jailed. We are pursuing the 13 separate actions against one hundred and twenty defendants for a variety of claims ranging from orchestrating the fraud, assisting the fraud, to constructive fraudulent conveyance and unjust enrichment.
Bennett Funding Litigation, United States District Court for the Southern District of New York and Bankruptcy Court for the Northern District of New York. Successfully served as co-lead counsel and special insurance counsel to plaintiff’s lead counsel in class actions in both the Federal District Court, Southern District of New York and the Bankruptcy Court of the Northern District of New York. Actions settled suits against Assicurazioni Generali, S.p.A. Company for $125 million as reported at 258 B.R. 78 (Bankr. N.D.N.Y. 2000) and against Sphere Drake Insurance PLC for $27.5 million, as reported at 439 F.3d 155 (2d Cir. 2006). The matter involved a ponzi scheme and dealt with complicated issues of identification of beneficiary of insurance policies and intersection of bankruptcy and securities laws and of equities between class members and creditors of bankrupt estate.
Converted Organics v. Holland & Knight, Commonwealth of Massachusetts, Superior Court, Suffolk County. Bragar Eagel & Squire, P.C. represents a corporation suing its former counsel for malpractice in counsel’s dealing with the Securities and Exchange Commission. The claim alleges that counsel’s malpractice caused a delay in registration of the company’s securities, resulting in the company’s inability to call certain warrants, thereby preventing the company from selling stock worth over $10 million.
Dimension Trading Partners, LLC v. Jamie F. Lissette and Hammerstone NV, Inc., Supreme Court of the State of New York, New York County. Bragar Eagel & Squire, P.C. defended a proprietary trader against a claim to collect on promissory note issued by the trader in connection with the establishment of trading relationship.
Financials Restructuring Partners, Ltd. v. Premier Bancshares, Inc., Supreme Court of the State of New York. Bragar Eagel & Squire, P.C., defended former bank holding company against claims for breach of contract under a Trust Declaration and Indenture issued in connection with debt financing transaction.