Alan S. Goudiss
Robert H. Baron
Robert H. Baron is a partner in Cravath’s Litigation Department and serves as the department’s Managing Partner. He has handled major commercial cases brought as individual and class actions in the Federal and state courts, including the representation of major domestic and foreign issuers and financial institutions in litigation related to securities offerings and trading, complex structured financing transactions and mergers and acquisitions.
J.D. Harvard Law School, 1981, cum laude
A.B. Princeton University, 1978, cum laude
Edward B. Micheletti has represented clients in significant deal litigation matters in Delaware for more than a decade at both the trial court and appellate levels. From Omnicare and Toys "R" Us, to more recent high-profile wins for Activision, CME Group and Lyondell/Basell, he has successfully handled deal litigation worth nearly $400 billion in total over the last four years alone. In 2011, Mr. Micheletti was one of five attorneys named to the securities section in Law360's list of "Rising Stars" and he was selected as one of the "40 Under 40" by The M&A Advisor. He was included in The Best Lawyers in America 2013. Mr. Micheletti also is the co-author of the treatise, Mergers and Acquisitions Deal Litigation Under Delaware Corporation Law.
In a contentious battle, Mr. Micheletti handled arguments at every stage of litigation for Activision in connection with its $18.9 billion transaction with Vivendi, S.A. Mr. Micheletti convinced the Delaware Court of Chancery to deny a request by Activision stockholders to enjoin the transaction and, as a result, the transaction was completed as expected. Mr. Micheletti then won the complete dismissal of the plaintiff's complaint, which sought money damages against the Activision board members, following oral argument on Activision's motion to dismiss. The plaintiff appealed and Mr. Micheletti convinced an en banc panel of the Delaware Supreme Court to affirm the Court of Chancery's dismissal ruling.
Mr. Micheletti's experience also extends beyond deal litigation in Delaware. He frequently handles securities and complex commercial litigation in state and federal courts around the country involving corporate and securities law claims, breach of contract and other commercial disputes, subprime lending, stock option backdating, insurance law and escheat law. He also has extensive experience in trial and appellate courts, including in the Delaware Court of Chancery and Delaware Supreme Court.
He currently is representing Novell, Inc.; Playboy Enterprises, Inc.; J. C. Penney Company, Inc.; and Yahoo! Inc. in various litigation matters.
Mr. Micheletti also has represented clients in litigation arising out of numerous transactions, including:
Mr. Micheletti has extensive experience with the Delaware General Corporation Law. He also has written numerous articles on Delaware Corporation Law issues and frequently participates on committees that have drafted important amendments to the Delaware General Corporation Law.
Notably, Mr. Micheletti's January 2011 M&A Lawyer article, "The Rise and (Apparent) Fall of the Top-Up Option 'Appraisal Dilution' Claim," was cited by Delaware Court of Chancery Vice Chancellor J. Travis Laster in an opinion issued in Joanne Olson v. ev3, Inc. (Feb. 21, 2011).
Gary A. Bornstein is a partner in Cravath’s Litigation Department. His practice focuses on high-stakes commercial disputes, including antitrust, M&A and securities litigation. In the past several years, Mr. Bornstein has represented buyers, sellers and lenders in contested M&A transactions, as well as corporations and directors in disputes with activist investors and other stockholders. Mr. Bornstein also regularly represents clients in antitrust litigation and investigations. In addition to litigation, Mr. Bornstein frequently provides antitrust, fiduciary duty and other transaction-related advice.
Representative recent matters include several high-profile M&A disputes, in both hostile and negotiated transactions, as well as litigation around competitive proxy contests; various cases defending directors and officers in fiduciary duty litigation; and antitrust litigation and investigations in the United States, Europe and Asia. Mr. Bornstein also won a defense judgment for a major financial institution in an antitrust class action suit after a five-week bench trial in New York federal court, which was affirmed on appeal. Other matters include securities litigation for various clients in federal and state courts across the country; multiple SEC investigations; and litigation, arbitration and other disputes arising out of complex contractual and joint venture arrangements.
Mr. Bornstein was named one of New York Law Journal’s Rising Stars in 2013. In 2012, he was recognized by Law360 as one of five outstanding attorneys in the nation under 40 in the securities arena for his M&A litigation work. The Legal 500 United States has also recommended Mr. Bornstein for M&A litigation since 2012, including naming him a Leading Lawyer in that area in 2013, 2017 and 2018. In 2013 and 2016, he and his colleagues earned the Firm distinction as “Law Firm of the Year” in M&A litigation in the U.S. News & World Report-Best Lawyers survey of the best law firms in the United States. Mr. Bornstein has been recognized by Benchmark Litigation every year since 2009 for his litigation work. He was named a “National Star” in antitrust litigation and a “Local Litigation Star” in the New York area by the guide from 2015 through 2019. He was also named to The Best Lawyers in America from 2015 through 2019 for antitrust litigation.
Mr. Bornstein was born in Merrick, New York. He received a B.A. in architecture from Yale University in 1994 and a J.D. from Harvard in 1997, where he was a Notes Editor of the Law Review and a winner of the Ames Moot Court Competition. After graduation, Mr. Bornstein served a clerkship with Hon. Amalya L. Kearse of the U.S. Court of Appeals for the Second Circuit. He joined Cravath as a summer associate in 1996, returned to join the legal staff in 1998 and became a partner in 2005.
Joel Friedlander is a founding partner of Friedlander & Gorris, P.A., a litigation boutique focusing on corporate law litigation, alternative entity disputes, and commercial litigation in Delaware state and federal courts. Benchmark Litigation recognized the firm as “Delaware Firm of the Year” for 2015 and 2017. Mr. Friedlander has 25 years of experience litigating breach of fiduciary duty actions and contract disputes relating to the control of Delaware entities. The 2017 edition of The Best Lawyers in America recognized him as “Litigation – Mergers and Acquisitions ‘Lawyer of the Year’ for Wilmington, Delaware.” Mr. Friedlander has been profiled in The Wall Street Journal and named “Litigator of the Week” in The Am Law Litigation Daily. The current edition of Chambers USA designates him as “Band 1” and states:
“Standout plaintiffs’ lawyer” Joel Friedlander comes highly recommended for his work representing clients in litigation involving contract disputes and breach of fiduciary duty actions. Market sources describe him as a “brilliant mind who is involved in some of the largest Delaware cases,” and also praise his trial skills and work ethic.
Mr. Friedlander is a Lecturer on Law at Harvard Law School, where he will co-teach a course entitled Advisory Liability in M&A (with Professor Jesse Fried). He is the author of the following law review articles:
Pamela S. Tikellis is a name partner and member of the Firm’s Executive Committee. Upon graduating from law school, Ms. Tikellis served as a law clerk in the nationally recognized Court of Chancery in Wilmington, Delaware. Before joining the Firm, Ms. Tikellis engaged in significant shareholder litigation practice. In 1987, she opened the Delaware office of the Firm, where she is a resident.
Ms. Tikellis served as Co-Lead Counsel in the class action challenging the $21 billion management-led buyout of Kinder Morgan, Inc., In re Kinder Morgan, Inc. Shareholders Litigation, Consol. C.A. No. 06-C-801 (Kan.). That action resulted in the creation of a $200 million settlement fund the largest common fund in a merger and acquisition settlement. She served as Lead Counsel in the class action challenging Roche Holding’s buyout of Genentech, Inc., In re Genentech, Inc. Shareholders Litigation, Civil Action No. 3911-VCS. The litigation was settled shortly after the Court of Chancery held a hearing on Plaintiffs’ motion for a preliminary injunction and prior to the closing of a transaction. The settlement provided for, among other things, the additional $4 billion in consideration paid to the minority shareholders in the transaction.
From 2011-2014, Ms. Tikellis served as Co-Lead Counsel in the Court of Chancery derivative litigation City of Roseville Employees Retirement System, et. al. v Lawrence J. Ellison, et. al., C.A. No. 6900-CS. This action arose out of Oracle Corporations acquisition of Pillar Data Systems, Inc. and alleged that the acquisition of Pillar was unfair to Oracle to Ellison’s benefit. The Court approved the settlement of this case in August, 2014, resulting in Mr. Ellison’s agreeing to return 95% of the amount Oracle pays for Pillar back to Oracle. The settlement created a benefit for Oracle and its shareholders valued at $440 million and is one of the larger derivative settlements in the history of the Court of Chancery.
From 2012-2015, Ms. Tikellis served as Co-Lead Counsel in In re Freeport-McMoran Copper & Gold Inc, C.A. No. 8145-VN, a derivative action arising out of Freeport-McMoran Copper & Gold Inc.’s agreement to acquire Plains Exploration Production Co. and McMoran Exploration Production Co. The Court approved the settlement of this case in April, 2015, resulting in a dividend to be paid to Freeport stockholders, a credit redeemable by Freeport for financial advisory assignments, and other corporate governance enhancements. The settlement created a benefit for Freeport and its shareholders valued at nearly $154 million and is one of the largest stockholder derivative settlements and also believed to be the first to ensure the benefits of such a settlement flow to stockholders in the form of a cash dividend.
Named repeatedly in Chambers and Partners as a Leading Individual, Ms. Tikellis is “very experienced and very hard-working” and a “very effective litigator.” “She has significant expertise in securities fraud, antitrust and other complex litigation.”
The Honorable Henry duPont Ridgely was appointed a Justice of the Supreme Court of Delaware on July 22, 2004. From 1984 until his appointment as a Justice, he served as a general jurisdiction trial judge on the Superior Court of Delaware. From 1990 until 2004, he was the President Judge of the Superior Court of Delaware.
Justice Ridgely is a Member of the American Law Institute, a Fellow of the National Conference of State Trial Judges, a Life Fellow of the American Bar Foundation, a Member of the American Bar Association’s House of Delegates, a Member of the Executive Committee of the Appellate Judges Conference of the Judicial Division of the American Bar Association, a Judicial Advisor to the Business law Section of the American Bar Association, a Member of the American Inns of Court Leadership Council, and a Member of the National Advisory Council of the American Judicature Society. In addition to his judicial activities, he is an Adjunct Professor of Law at George Washington University Law School and serves on the Advisory Board of the George Washington University Law School’s Center for Law, Economics and Finance.
Justice Ridgely received his B.S. in Business Administration from Syracuse University in 1971, his J.D. from The Catholic University of America Columbus School of Law in 1973, and his LL.M. in Corporation Law from George Washington University Law School in 1974.
Theodore N. Mirvis is a Partner in the Litigation Department at Wachtell, Lipton, Rosen & Katz. Mr. Mirvis has been with the firm for over 40 years, and, during that time, has litigated landmark cases regarding corporate law, corporate governance, and mergers and acquisitions. He has written extensively on these same topics. He is a regular lecturer at the Harvard Business School and the Harvard Law School, and teaches occasional classes at Columbia Law School, NYU Law School, the University of Pennsylvania Law School and the Law School of the Hebrew University in Jerusalem.
Mr. Mirvis received a B.A., summa cum laude, from Yeshiva University in 1973 and received a J.D., magna cum laude, from the Harvard Law School in 1976. At the Law School, he served as Case Officer and as a member of the Editorial Board of The Harvard Law Review. Upon graduation, Mr. Mirvis was a law clerk to the Honorable Henry J. Friendly of the United States Court of Appeals for the Second Circuit. He is a member of the American Law Institute, the Planning Committee of the Tulane Corporate Law Institute, and the Advisory Board of the Harvard Law School Program on Corporate Governance and Financial Regulation.
Mr. Mirvis previously served as chair of the Lawyers Division of UJA-Federation of New York. He has been a trustee of Freedom House, and currently serves on the boards of the Jerusalem Foundation, New York Legal Assistance Group (NYLAG), and the Yeshiva University Museum.
William M. Lafferty is a partner in the Wilmington, Delaware law firm of Morris, Nichols, Arsht & Tunnell LLP. He practices corporate and complex commercial litigation, with an emphasis on cases involving mergers and acquisitions, proxy contests, and shareholder class and derivative actions. Bill also advises corporate clients and boards of directors with respect to litigation and transactional matters, including representing special negotiating committees, special litigation committees, and demand review committees. Bill has acted as lead or co-lead counsel in numerous significant litigations involving Delaware corporate law issues during the past 25 years, including for many Fortune 500 companies, private equity/venture capital firms, and investment banks.
Bill currently serves as Chair of the Court of Chancery Rules Committee, and previously served as a Special Master. Bill also serves on the Supreme Court Rules Committee, previously served two terms on the Delaware Board of Bar Examiners, and chaired the Delaware Commission on Continuing Legal Education. Bill is a Fellow to the American College of Trial Lawyers and serves as member of the Advisory Boards for the John L. Weinberg Center for Corporate Governance at the University of Delaware, and the NYU Institute for Corporate Governance and Finance. He is a frequent author and a regular presenter before business and professional audiences on Delaware corporate law, and has been a guest instructor at M&A law classes at Harvard Law School, University of Pennsylvania, Cal-Berkeley, Stanford University, New York University, Columbia University, Penn State Dickinson School of Law, Hofstra University and Delaware Law School.
Bill has been recognized as a leading Delaware litigator by a number of publications, including LawDragon’s 500 Leading Lawyers in America, Benchmark Litigation, Chambers USA, and Super Lawyers – Delaware, U.S. News & World Report/Best Lawyers. Bill received a B.S. from the University of Delaware in 1985 and a J.D. from The Dickinson School of Law in 1989. He served as a law clerk to The Honorable Maurice A. Hartnett, III of the Delaware Court of Chancery (1989-90).
Mr. Bayliss is a partner at Abrams & Bayliss LLP, a corporate and business law boutique based in Wilmington, Delaware that focuses on (a) high stakes litigation involving Delaware corporations and other business entities and (b) transactional matters carrying a significant risk of litigation or involving novel or complex issues of Delaware law. Mr. Bayliss represents a broad array of clients, including national and international corporations, stockholders, directors, equity investors and executives, in both defensive and offensive roles (including contingent fee litigation).
Mr. Bayliss’s current representations include serving as counsel for affiliates of Elliott Management Corporation and Magnetar Capital LLC in their challenge to Lions Gate Entertainment Corporation’s $4.4 billion acquisition of Starz. He is also serving as successor counsel to Immunomedics, Inc. in multiple litigations arising out of its proposed transaction with Seattle Genetics, Inc. and the proxy contest launched by venBio Select Advisor LLC.
This summer, Mr. Bayliss represented Starboard Value and Opportunity Master Fund Ltd. in expedited litigation in the Delaware Court of Chancery against comScore, Inc. and Engaged Capital Flagship Master Fund, LP in expedited litigation against Rent-A-Center, Inc. Last year, Mr. Bayliss served as Delaware counsel to Sumner Redstone in connection with multiple disputes in the Court of Chancery involving his controlling stake in Viacom, Inc.
Mr. Bayliss’s accomplishments as counsel for defendants include successfully arguing before the Delaware Court of Chancery and the Delaware Supreme Court for dismissal of a consolidated class action challenging Valeant Corporation’s $15.8 billion acquisition of Salix Pharmaceuticals, Inc. Mr. Bayliss also served as lead trial counsel in both Merlin Partners, LP v. AutoInfo, Inc., C.A. No. 8509-VCN (Del. Ch. April 30, 2015) and LongPath Capital v. Ramtron International Corp., C.A. No. 8094-VCP (Del. Ch. June 30, 2015), two key cases that helped establish the importance of merger price in Delaware appraisal litigation. Mr. Bayliss’s accomplishments as counsel for plaintiffs include seeking and obtaining an order blocking a $230 million recapitalization transaction in Kalisman v. Friedman, C.A. No. 8447-VCL (Del. Ch. 2013).
Mr. Bayliss received his B.A. from Yale University and his J.D. from the University of Virginia School of Law, where he served as a managing editor of the Virginia Tax Review and received the Kingdon Prize for winning the William Minor Lile Moot Court Competition. Mr. Bayliss has been selected for inclusion in Chambers USA as a leading litigator in the Delaware Court of Chancery and recognized as a “Rising Star” in Delaware by Super Lawyers.
Before joining Abrams & Bayliss LLP, Mr. Bayliss worked for Skadden, Arps, Slate, Meagher & Flom LLP in Wilmington, Delaware.
The Honorable John W. Noble joined the Delaware Court of Chancery in November 2000.
Vice Chancellor Noble is a graduate of Bucknell University (B.S. in Ch. E., magna cum laude, 1972) and the University of Pennsylvania Law School (J.D., cum laude, 1975), where he was an Editor of its Law Review and elected to the Order of the Coif. Following law school, he clerked for the Chief Judge of the United States District Court for the District of Delaware. From 1977 until his appointment, he was a principal in Parkowski, Noble & Guerke, P.A., in Dover, Delaware.
ANNE C. FOSTER has over thirty years of experience representing clients in corporate and commercial litigation matters, including the representation of corporations, members of boards of directors, and substantial stockholders in litigation concerning mergers and acquisitions, corporate governance, and fiduciary duties. She also advises clients regarding indemnification and advancement issues and other matters relating to the General Corporation Law of the State of Delaware. Anne has also represented numerous clients in special committee matters, including investigations in response to stockholder demands and regarding compliance issues.
Anne is a member of the American Law Institute, and has served as a panelist and board member of the Weinberg Center on Corporate Governance at the University of Delaware. A frequent speaker on issues relating to corporate litigation and ethics, she has co-taught classes at Columbia Law School and the University of Pennsylvania Law School. Anne is a certified mediator with the Delaware Superior Court.
Pete Kazanoff is a Partner in the Firm’s Litigation Department and serves as Co-Chair of the Firm’s Recruiting Committee. His practice focuses on securities matters, including change-of-control litigation, shareholder and derivative actions, and government and internal investigations.
Mr. Kazanoff has substantial experience in transaction-related litigation for both private equity and corporate clients. Private equity client representations include:
Mr. Kazanoff regularly represents issuers, individuals, and underwriters in federal securities litigation. Mr. Kazanoff currently represents several companies and individuals associated with Fairfield Greenwich in shareholder and other litigations arising out of investments made with Bernard Madoff.
Mr. Kazanoff also participates in the Firm’s government and internal investigations practice, including the representation of clients in matters involving the SEC, FINRA, the New York Attorney General, the DOJ and other regulatory authorities.
Chambers and Partners has recognized Mr. Kazanoffas being “smart, commercially aware, and not just a technical lawyer, but also aware of commercial impacts”; having “exceptional mastery of securities law” and for his skills in “dealing with individual clients.” He is an editor of the Securities Law Alert, a monthly newsletter that reports on developments in securities litigation and related areas. Mr. Kazanoff also is a contributor to PLI’s Securities Law Practice Center.
Mr. Kazanoff joined Simpson Thacher in 1997 and became a partner in 2006. He received his A.B., magna cum laude, from Bowdoin College in 1992 and his J.D., cum laude, from the University of Chicago Law School in 1997. Mr. Kazanoff serves on the President’s Visiting Committee at Bowdoin College.