Alan’s practice includes a wide range of commercial, securities, corporate governance, and mergers and acquisitions litigation and advice.
Expertise
Industries
Experience
Representative matters
M&A Litigation
Qualtrics International Inc. in dismissal of fiduciary duty claims against controlling stockholder relating to $10 billion+ merger by Delaware Court of Chancery.
Pattern Energy Group in litigation arising out of its acquisition by CPPIB.
Intercontinental Exchange Inc. (ICE) in litigation arising out of its acquisition of Black Knight.
Microvast Holdings Inc. in litigation arising out of its deSPAC transaction with Tuscan.
A large investment bank in connection with the Alta Mesa deSPAC.
Baker Hughes Incorporated in dismissal of fraud and aiding and abetting claims.
Gramercy Property Trust in dismissal of Section 14(a) claim against financial advisor.
Raytheon in the United Technologies merger.
CVS in the Aetna acquisition.
Gener8 Martine in successful resolution of stockholder claims arising out of merger.
LyondellBasell in the A. Schulman acquisition.
Liberty Global in connection with litigation arising out of the Liberty Broadband acquisition of Charter Communications.
Capital Square Partners in the Aegis/Startek acquisition.
Altice in the Cablevision acquisition.
Dassault in the Exa acquisition.
WebMD Health Corporation in its acquisition by Internet Brands, a portfolio company of Kohlberg Kravis Roberts & Co. L.P. (KKR).
B/E Aerospace, Inc. in successful resolution of stockholder claims arising out of merger.
Metaldyne Performance Group, Inc. in successful resolution of stockholder claims arising out of merger.
Artic Cat Inc. in successful resolution of stockholder claims arising out of merger.
Ridler v. Hutchinson Technology Inc. in dismissal of Section 14(a) claim against financial advisor.
Zale Corporation in dismissal of aiding and abetting claim against financial advisor.
Trulia, Inc. in dismissal of claims challenging acquisition of Trulia, Inc. by Zillow, Inc.
Old Carco LLC in dismissal of fraudulent conveyance and tort claims seeking more than $4 billion in damages arising from Chrysler demerger; affirmed by U.S. Court Appeals for the Second Circuit.
Synthes Inc. in dismissal with prejudice of class action complaint challenging $19.7 billion merger of Synthes and Johnson & Johnson.
China Security and Surveillance Technology, Inc. in (successful resolution of stockholder claims challenging going-private transaction.
Zenith National Insurance Corp. in denial of preliminary injunction on process and disclosure claims.
Daimler AG in connection with various Chrysler-related post-demerger litigations and disputes.
Huntsman Corp. in a merger dispute with Hexion Chemicals Corp.
Merrill Lynch in connection with shareholder litigation arising out of its merger with Bank of America.
BCE Inc. against former subsidiary of Teleglobe Inc.
Cadbury plc dismissal of fiduciary duty and disclosure claims arising out of Kraft takeover bid.
OdysseyRe in denial of TRO and dismissal of complaint alleging fairness and disclosure claims.
Aramark in successful resolution of class claims.
Georgia-Pacific in preliminary injunctions on fairness and disclosure grounds denied.
SunGard Data Systems, Inc. in motion to expedite and schedule preliminary injunction hearing denied.
Securities Litigation
A large telecom company in multiple litigations challenging various disclosures made in securities filings.
Altice USA and related entities and individuals in securities litigation arising out of IPO and in connection with Section 16(b) claims.
Altice USA in dismissal of Section 11 claims.
WebMD Health Corp. in dismissal of securities claim against company and officers.
Lincoln Educational Services Corp. in dismissal of securities claim against company and officers.
Limelight Networks in dismissal of securities fraud claims.
Ivan F. Boesky in representation of Wickes Companies in stock manipulation action.
Other Representative Matters
Synchronoss Technologies Inc. in settlement of indenture trustee claims.
Daimler AG in dismissal of ERISA class claims affirmed by U.S. Court of Appeals for the Sixth Circuit.
IMAX Corporation in successful settlement of contract and trade secret claims.
IMAX Corporation the court granted IMAX’s motion for summary judgment dismissing cross-claims, finding consent solicitation was valid.
Thomas Comer a jury verdict in favor of defendant on $15 million employment agreement claim.
Insurance Brokerage Litigation in dismissal of MDL complaint against HUB International alleging antitrust and RICO violations.
Various sports-related matters, including arbitration of a partnership dispute before the National Hockey Leagues, the sale of the Liverpool Football Club, Doubleday v. Wilpon (ownership of New York Mets), the sale of the Boston Red Sox, the New York Rangers/Keenan dispute and representation of Showtime Networks in certain litigation concerning Mike Tyson.
Pro bono
Representation of multiple individuals facing capital sentences (two such sentences vacated, one case pending).
Recipient of Thurgood Marshall award for public service.
Published Work
- Co-Author, (2023) “Delaware Court of Chancery Rejects Stockholder Demand for Corporation to Supplement Its Section 220 Production with Searches and Production of Email”, The M&A Lawyer
- Co-Author, (2023) “Delaware Court of Chancery Holds That Corwin Cleansing Does Not Apply to Claims for Injunctive Relief Related to Alleged Defensive Measures”, The M&A Lawyer
- Co-Author, (2023) “Delaware Court of Chancery Dismisses Breach of Contract Claims Against Buyer, Finding Seller Retained Post-Closing Liability Related to Certain Product-Liability Litigations”, The M&A Lawyer
- Co-Author, (2023) “Delaware Court of Chancery Grants Plaintiff Attorney’s Fees Award Under Corporate Benefit Doctrine for Demand to SPAC Board Leading to Adjusted Voting Structure in Connection with Merger”, The M&A Lawyer
- Author, (2023) “Delaware Court of Chancery Finds Personal Jurisdiction Over LLC “Active Manager” in Post-Closing Investor Action Challenging Merger with SPAC”, The M&A Lawyer
- Author, (2022) “Delaware Supreme Court Reverses Dismissal of a Post-Merger Suit for Alleged Breach of Fiduciary Duty Related to Disclosures on Appraisal Rights”, The M&A Lawyer
- Author, (2022) “Finding That Allegedly Conflicted Acquisition Satisfied Entire Fairness Review, Delaware Court of Chancery Rejects Breach of Fiduciary Duty Claims”, The M&A Lawyer
- Author, (2022) “Eighth Circuit Affirms Dismissal of Merger-Related Derivative Suit for Failure to Plead Demand Excusal”, The M&A Lawyer
- Author, (2022) “Delaware Court of Chancery Rejects Motion to Stay SPAC Breach of Fiduciary Duty Suit Pending Parallel Federal Securities Action”, The M&A Lawyer
- Co-Author, (2014) “Conducting An Effective Sports Investigation”, Inside The Minds: Understanding Sports Law, Aspertore
- Co-Author, (2012) “The Challenges for Sellers in Obtaining Effective Remedies in M&A Transactions”, Mergers & Acquisitions Law Report (BNA)
- Co-Author, (2011) “The Business Strategy Immunity: Nuts and Bolts”, Practising Law Institute
- Co-Author, (2011) “Risky business: The Cadbury-Kraft merger showed that US courts are not intent on resolving disputes arising under English law”, International Financial Law Review
- Co-Author, (2008) “Taking Soured M&A Deals to Court”, New York Law Journal
- Co-Author, (2007) “The ‘Caremark’ Decision”, The National Law Journal
- Co-Author, (2004) “Emerging Communications: Directors Found Liable for $148 Million in Squeeze-Out Transaction”, The M&A Lawyer
- Contributor, (2003) “The Ties That Bind—The Changing Definition Of Director Independence”, D&O Advisor (2004 Burton Award winner)
- Co-Author, (1998) “Recent Case Law on the Attorney-Client Privilege and In-House Counsel: More—and Less—than Meets the Eye”, American Bar Association
- Co-Author, (1997) “Federal and State Securities Law Litigation: Fundamentals and Recent Developments”, First Annual Civil Litigation Institute (Practising Law Institute)
- Co-Author, (1995) “Hostile Takeovers in the 90s” New York Law Journal
Speaking Engagements
- Contributor and Panelist, 27th Annual Federal Securities Institute (West Legalworks/The Florida Bar Business Law Section), February 2009
Leadership Positions And Professional Affiliations
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Member, New York State Bar Association
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Member, New York City Bar
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Member, New York County Lawyers Association
Awards
- Leading Lawyer in M&A Litigation – Defense, The Legal 500, 2021–2023
Qualifications
Admissions
Courts
United States Supreme Court, 2017
U.S. Courts of Appeals for the First Circuit, 1990
U.S. Court of Appeals for the Second Circuit, 1996
U.S. Court of Appeals for the Third Circuit, 2002
U.S. Court of Appeals for the Sixth Circuit, 2011
U.S. District Court for the Eastern District of New York, 1988
U.S. District Court for the Southern District of New York, 1988
Academic
B.S.F.S., Georgetown University School of Foreign Services, 1984
J.D., Emory University School of Law, 1987