Friedman Oster & Tejtel PLLC

12/07/2024

We are delighted to announce Chris Windover's promotion to Principal (our version of Partner). Huge congrats to Chris on this extremely well-deserved accomplishment.

01/23/2023

FOT is pleased to announce that on January 18, 2023, Vice Chancellor Paul A. Fioravanti, Jr. of the Delaware Court of Chancery substantially denied the motions to dismiss filed by the Defendants in Dinkevich v. Deutsche Telekom AG, et al. (the "Action"). In the Action, FOT's client asserts class and derivative claims challenging a series of agreements arising out of a merger agreement between T-Mobile and Sprint Corporation. Further information regarding the case and decision is available here:

The Delaware Chancery Court on Wednesday kept alive seven of nine claims in a stockholder suit accusing Deutsche Telekom AG, SoftBank Group Corp. and 11 individuals of breaching duties to T-Mobile Inc. and its minority shareholders in T-Mobile's $26 billion merger with Sprint Corp. in April 2020.

01/03/2023

FOT is delighted to announce that our $100 million settlement in the NCI Building Systems action cracked the Top 10 list for the Largest Class Action Settlements of 2022. Further information is available here:

In a remarkable year of class action activity, investors across the globe agreed to settlements totaling over $7.4 billion[1] in 2022, a greater than 75% increase from 2021. (A substantive year in review for the U.S. market will be documented in the ISS Securities Class Action Services “Top 100 U....

12/22/2022

FOT is delighted to announce the promotion of Chris Windover to the position of Counsel. Congratulations, Chris!

02/02/2022

FOT is pleased to announce that on February 1, 2022, the Delaware Court of Chancery affirmed a $24.5 million cash settlement of the action styled Lacey v. Larrea, et al., C.A. No. 2019-0312 (the "Action"). FOT filed the Action on behalf of Southern Copper Corporation (the "Company") to challenge certain related-party transactions between the Company and its controlling stockholders. In decisions dated July 16, 2020 and February 11, 2021, the Court sustained breach of fiduciary duty claims asserted in the Action over the Defendants' motions to dismiss.

01/23/2022

FOT is pleased to announce that on January 19, 2022, the Delaware Court of Chancery affirmed a $100 million cash settlement of the action styled Voigt v. Metcalf, et al. (the "Action"). FOT filed the Action on behalf of the Plaintiff and derivatively on behalf of NCI Building Systems, Inc ("NCI" or the "Company") to challenge NCI's November 2018 acquisition of Ply Gem Parent, LLC. On February 10, 2020, the Court denied in substantial part the Defendants' motions to dismiss the Action. The $100 million cash settlement of the Action followed significant discovery efforts. An article regarding the settlement can be accessed here:

Clayton Dubilier & Rice LLC and NCI Building Systems Inc directors will have to pay $100 million to resolve shareholder claims that the private equity firm pushed the building materials company into an allegedly unfair $2.6 billion merger, a Delaware judge said.

01/10/2022

FOT is pleased to announce that in a December 9, 2021 decision, the Delaware Supreme Court reversed the Chancery Court's dismissal of the action styled Lenois v. Lawal (the "Action"). FOT and its co-counsel filed the Action on behalf of the Plaintiff in February 2016 to challenge two integrated transactions through which Erin Energy Corporation's ("Erin" or the "Company") controlling stockholder sold the Company certain Nigerian oil assets. The trial court dismissed the derivative claims on the basis that demand was not excused. While the appeal of that dismissal was pending, Erin filed for bankruptcy. Erin's Chapter 7 trustee then sought to pursue the claims via a motion for realignment and/or a motion for relief from judgment, which the Chancery Court denied, thereby dismissing the Action. The Delaware Supreme Court's recent decision reverses that dismissal. Links to the Supreme Court ​decision and an article regarding the Supreme Court decision ​are as follows: Supreme Court (https://courts.delaware.gov/Opinions/Download.aspx?id=327450); Article (https://www.law360.com/articles/1447498/del-justices-pull-energy-co-from-procedural-black-hole-)

Acknowledging mistakes, misunderstandings and imprecision all around, Delaware's Supreme Court has reversed Chancery Court's dismissal of a bankruptcy trustee's attempts to pursue direct claims against a former energy company controller and others, efforts said to have trapped the case in a "procedu...

11/04/2021

FOT is pleased to announce that in a November 3, 2021 decision, the Delaware Supreme Court affirmed the Chancery Court's February 26, 2021 post-trial opinion ​that (i) ​enjoin​ed a "poison pill" shareholder rights plan deployed by The Williams Companies, Inc. and​ (ii)​ ​found that the directors who adopted the pill breached their fiduciary duties. FOT and its co-counsel filed the action in August 2020, and tried the case in January 2021. Links to the Supreme Court ​decision, Chancery Court decision​, and an article regarding the Supreme Court decision ​are as follows: Supreme Court (https://courts.delaware.gov/Opinions/Download.aspx?id=326150); Chancery Court (https://courts.delaware.gov/Opinions/Download.aspx?id=317240)​; Article (https://www.law360.com/securities/articles/1437354/del-justices-uphold-williams-cos-poison-pill-shutdown​)

Delaware's full Supreme Court upheld without elaboration on Wednesday a Chancery Court strike-down of what was described as an "extreme'' shareholder rights — or "poison pill" — provision adopted by The Williams Cos. last year.

03/18/2021

FOT is pleased to announce that in a decision issued on February 23, 2021, Chancellor Andre G. Bouchard of the Delaware Court of Chancery denied in significant part the Defendants' motions to dismiss an action filed by FOT in connection with a stock-for-stock merger pursuant to which Sirius XM Holdings Inc. acquired Pandora Media, Inc. An article discussing the decision can be accessed here:

A stockholder challenge to Pandora Media Inc.'s $3.5 billion acquisition by Sirius XM Radio in 2019 moved forward in Delaware's Chancery Court on Tuesday after a ruling that in part found arguments that a deal proxy contained material falsehoods or deficiencies were reasonably conceivable.

08/28/2020

FOT is pleased to announce that in a decision dated August 17, 2020, Chancellor Andre G. Bouchard of the Delaware Court of Chancery denied in full the Defendants' motions to dismiss an action filed by FOT in connection with a transaction through which a large conglomerate (JAB) increased its stake in Coty Inc. from approximately 40% to 60%. An article discussing the decision can be accessed here:

The Delaware chancellor on Monday refused to toss a consolidated investor suit against global cosmetics giant Coty, its directors and majority owner JAB Holding that alleges conflicts and unfair terms tied to a $1.7 billion deal gave JAB control of the business at the expense of minority stakeholder...

07/15/2020

FOT is pleased to announce that in a decision dated July 13, 2020, Chancellor Andre G. Bouchard of the Delaware Court of Chancery denied the Defendants' motions to dismiss an action filed by FOT in connection with Jefferies Financial Group Inc.'s July 2019 merger with HomeFed Corporation ("HomeFed"). The complaint alleges fiduciary breaches by HomeFed's directors and against Jefferies as HomeFed's controlling stockholder. An article discussing the decision can be accessed here:

Diversified financial company Jefferies Financial Group Inc. and seven HomeFed Corp. directors on Monday lost a bid for dismissal of a Chancery Court suit accusing them of unfair conduct in a $189 million, two-for-one stock deal that gave Jefferies all HomeFed stock not already owned by the financia...

06/15/2020

FOT is pleased to announce that in a decision dated June 11, 2020, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery denied in substantial part the motions to dismiss filed by the Defendants in an action filed by FOT in connection with the December 28, 2018 redemption of Dell, Technologies Inc.'s ("Dell") Class V common stock (the "Redemption"). The complaint alleges fiduciary breaches by Dell's controlling stockholders and directors in connection with the Redemption. An article discussing the decision can be accessed here:

The Delaware Chancery Court refused Thursday to dismiss stockholder claims that Dell Technologies Inc.'s founder, controlling investor and four directors breached their duty to the company in "myriad" ways while lining up a $24 billion stock swap deal that allegedly shortchanged investors by $6 bill...