Litigation

With an unwavering dedication to client advocacy, Olshan’s litigators are regularly called upon to handle clients’ most difficult and challenging legal issues.

• Handling Disputes From Inception to Resolution
• Counsel Informed by Litigation Experience

Our broad-based commercial litigation practice represents public companies, privately-held entities, institutional investors and individuals in a wide range of commercial litigation matters before federal and state courts, administrative agencies, self-regulatory organizations, and in alternative dispute resolution (ADR). We have achieved national recognition from the prestigious client and peer-reviewed directory Chambers USA for General Commercial Litigation: Highly Regarded (New York) and recognized as "Best Law Firm" by U.S. News-Best Lawyers in New York City Metropolitan and as part of Olshan’s Shareholder Activism Practice, the nation’s premier practice representing activist investors.

Handling Disputes From Inception to Resolution

Our litigators take a significant number of matters to trial each year, and our success rate at trial and in ADR is exceptional. We are highly skilled at devising winning litigation strategies and executing them efficiently.

Our commercial litigation attorneys have extensive experience handling a wide range of business disputes, as both plaintiff and defense counsel. We regularly achieve favorable results in high-profile, expedited disputes relating to securities and corporate governance and contests for corporate control. We also handle high stakes contract, D&O, employment, intellectual property, bankruptcy and real estate litigation, as well as legal matters related to advertising and media.  Our litigation team includes former prosecutors with substantial experience in white-collar criminal defense and government investigations as well as cross border-proceedings.

At Olshan, our litigation attorneys focus on early-case assessment to identify the case’s strengths and weaknesses and determine the most effective means of achieving a favorable resolution, including if litigation can or should be avoided or settlement is advisable. We understand our clients’ businesses, and know how to prioritize litigation within the overall scope of their business operations and needs. We staff based on the needs of each individual case, and have the ability to draw from a deep pool of veteran litigators when stakes are high. We also leverage the latest litigation support technology to reduce client costs and improve efficiency.

Counsel Informed by Litigation Experience

As Olshan litigators, we solve business problems by enforcing legal rights in a variety of settings.  Apart from civil litigation, we are routinely called upon to advise public and private companies, broker-dealers, investment advisors, boards of directors and institutional investors in a variety of areas ranging from control and corporate governance issues to regulatory compliance. Our litigation attorneys have conducted numerous internal investigations of public and private entities, including retentions by independent board members of publicly held companies. We also design, evaluate and test corporate compliance programs, often in tandem with internal investigations and regulatory examinations.

Noteworthy

• Prevailed Before the Second Circuit in Major Short Swing Profit Ruling
  Prevailed before the Second Circuit in a significant case involving the application of Section 16’s short swing profit rule to hedge funds. The District Court ruled that the hedge fund was liable under Section 16 for $5 million in short swing profits on the theory that its delegation of investment authority over its portfolio to its registered investment advisor was ineffective. The District Court had cited the overlap in executive personnel between the fund and the advisor as one reason for the ineffectiveness of the delegation as well Second Circuit case law holding internal delegations within a limited partnership ineffective. The Second Circuit vacated the District Court’s ruling and made clear the delegation from the hedge fund to its investment would be effective so long as the fund and advisor were not under the common control of a single person or entity.
• Achieved Trial Victory in New York’s Commercial Part
  Obtained a complete victory at trial on behalf of a long standing real estate client. The plaintiffs had invested with the client in a project that went into foreclosure after the markets crashed in 2008. The plaintiffs alleged a series of oral side deals, and also claimed that due to their lack of sophistication, the client owed them a fiduciary duty. They sought over $9 million after a three day bench trial, the court found for defendant, ruling that the plaintiffs' testimony was not credible. The successful outcome was the direct result of extensive cross examination of plaintiffs which exposed the many contradictions and gaps in their claims. The trial was conducted before Justice Schechter in the New York County Commercial Part.
• Matter of People Care Incorporated v. The City of New York Human Resources Administration
  Successfully convinced the First Department that the City of New York Human Resources Administration (HRA) has no authority to recoup funds provided to client People Care, Inc. by the New York State Department of Health pursuant to the Health Care Reform Act.  The First Department, in an important 3-2 decision involving complex issues of statutory and regulatory interpretation, upheld the decision of the New York State Supreme Court, New York County granting People Care’s Article 78 petition and annulling HRA’s demand to recoup approximately $7 million from People Care.  The decision came after a decade of litigation with the City and represented a rare appellate victory against the City in regulatory affairs.
• Obtain Injunction Blocking Proposed Three-Way Merger
  Represented FrontFour Capital Group LLC and FrontFour Master Fund, Ltd. on claims that the Board of Directors of Medley Capital Corporation (“MCC”) breached their fiduciary duty in approving a merger transaction with MCC’s affiliates, Medley Management, Inc. (“MDLY”) and Sierra Income Corporation (“SIC”), in expedited proceedings filed one month ago.
• Achieve Delaware Litigation Victory for Client Stilwell Value
  Represented Stilwell Value in connection with a complaint that accused HopFed Bancorp Inc. of adopting irrational and overbroad by-laws.  After Hopfed overhauled its by-laws and mooted claims, the Court awarded over $600k in legal fees.
• Olshan Helps IsZo Capital Score Activist Litigation Victory in British Virgin Islands
  Represented IsZo Capital in its lawsuit against NYSE-listed Nam Tai Property Inc. and an affiliate of Nam Tai’s de facto controlling stockholder, Kaisa Group Holdings Limited in an action before the Eastern Caribbean Supreme Court, which was affirmed by the Eastern Caribbean Court of Appeal on October 4, 2021. The Court ruled in IsZo’s favor and voided a $170 million private placement executed by Nam Tai that distributed more than 16 million shares to the Kaisa affiliate and a third party. The Court found that execution of the private placement was a breach of Nam Tai’s directors’ fiduciary duties and was undertaken to secure Kaisa’s control of the company in response to a requisition from approximately 40% of the outstanding shares to convene a meeting of Nam Tai shareholders to remove and replace the Kaisa-affiliated directors from the Board. Read the full opinion here.
• Delaware Supreme Court Affirms that Olshan Client Did Not Unfairly Dilute Minority Stockholders
  On November 18, 2019, the Delaware Supreme Court upheld the August 2018 ruling by the Delaware Court of Chancery, reached after a five-day trial, that plaintiffs had no standing to bring claims that Olshan’s client Glenhill Capital Management LP, former controlling stockholder of furniture company Design Within Reach, Inc. (DWR), had unfairly diluted minority stockholders of DWR prior to its acquisition by Herman Miller, Inc. The Supreme Court also let stand the Chancery Court’s decision that the $170 million merger with Herman Miller Inc. should not voided due to inadvertent mistakes made by DWR in effecting a reverse split and later conversion of Glenhill’s preferred stock into common stock, instead affirming the Court of Chancery’s judicial validation of DWR’s ratification of the defective acts under 8 Del. C. § 205. The Supreme Court and underlying Court of Chancery decisions are available here, here and here.
• Olshan Secures Appellate Victory for Client and Requires Enforcement of International Loan Agreement
  In a Decision dated June 27, 2019, the First Department Appellate Division unanimously reversed the lower court’s trial decision and entered judgment in favor of Olshan’s clients to enforce an $8 million loan agreement and accompanying personal and corporate guarantees. The dispute arose from a loan provided in 2014 to individuals and entities based in the Caribbean in connection with a real property project. After the borrowers and guarantors defaulted on their obligations, the lender, Suttongate Holdings (“Suttongate”), asserted claims in New York Supreme Court in 2015. The defendants responded with counterclaims to set aside the transaction claiming fraud and other wrongs. After an eight day bench trial, the trial court found in favor of defendants and rescinded the loan agreement and guarantees. Olshan promptly filed an appeal and obtained a stay of the rescission order. The First Department reversed the trial court decision unanimously.
  In ruling in favor of Olshan’s clients, the appellate court took the rare step of making its own fact-finding from the trial record to embrace Olshan’s arguments. The appellate court rejected the defendants’ defenses, including that they had no obligation to read the agreements they signed, found no breaches of fiduciary duties or fraud occurred, and even had such misconduct occurred, the lender should not suffer any consequences. After nearly four years of litigation, multiple injunctions and appeals, Suttongate is now entitled to recovery of all amounts due under the loan agreement and guarantees, which it estimated at trial total more than $16 million.
• Third Circuit Affirms Olshan Victory on Behalf of Litigation Funding Clients
  The U.S. Court of Appeals for the Third Circuit affirmed a District Court judgment in favor of Olshan clients Fast Trak Investment Company, LLC and RJC Funding, LLC.  In an opinion by the Honorable Jane Richards Roth, a three-member panel of the Court rejected Appellant's attempts to invalidate a series of litigation funding agreements executed in 2013 and 2014 on the grounds that such agreements were allegedly usurious. Also at issue was the calculation of damages under the agreements, which included increases in the repayment amount up through the date of the District Court's judgment.  The Third Circuit affirmed the decision of the District Court on all counts, finding the litigation funding agreements valid and enforceable and affirming the damages award of more than $500,000 in favor of Fast Trak and RJC. Read the decision here.
  
  
  

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