Gary Bornstein Speaks at PLI’s 2022 Delaware Law Developments Program

On February 9, 2022, the Delaware Court of Chancery dismissed claims brought against Cravath clients Buckeye Partners, L.P., Buckeye GP LLC, and Buckeye GP LLC’s board of directors (collectively, “Buckeye”) by a former unitholder, Walter E. Ryan, Jr. In the putative class action, Ryan brought what was effectively his fourth amended complaint challenging the acquisition of Buckeye by a subsidiary of IFM Global Infrastructure Fund (“IFM”). In the transaction, Buckeye’s unitholders received $41.50 in cash for each of their units, which were at the time publicly traded, representing a 27.5% premium to Buckeye’s closing unit price the day before the transaction was announced. The transaction closed after receiving fully informed approval from 96% of Buckeye’s voting unitholders.

On December 17, 2021, the North Carolina Supreme Court affirmed the North Carolina Business Court’s April 2020 opinion and judgment in favor of Cravath client Reynolds American Inc. (“RAI”) in a judicial appraisal proceeding stemming out of RAI’s 2017 merger with British American Tobacco p.l.c. This was the first opportunity for the North Carolina Supreme Court to opine on the N.C. appraisal statute.

On September 29, 2021, the United States Court of Appeals for the Ninth Circuit ruled in favor of Cravath client Qualcomm Incorporated (“Qualcomm”), vacating a class certification order in Stromberg v. Qualcomm, a class action suit that is related to a prior antitrust suit brought against Qualcomm by the Federal Trade Commission (“FTC”), FTC v. Qualcomm. The Stromberg plaintiffs brought antitrust claims against Qualcomm, and the formerly certified class included an estimated 250 million members in the U.S.

On August 11, 2020, the United States Court of Appeals for the Ninth Circuit ruled in favor of Cravath client Qualcomm Incorporated, a leading innovator of cellular technology, in its appeal from an adverse California federal court decision in an antitrust lawsuit filed by the Federal Trade Commission (“FTC”). In a complete defense victory for Qualcomm, the three‑judge panel for the Ninth Circuit unanimously reversed the district court’s judgment and vacated a permanent, worldwide injunction that prohibited several of Qualcomm’s core business practices.