Corporate and Securities Litigation
Bob has represented a number of well-known private equity funds in a wide variety of litigated and arbitrated matters, including two actions to compel the closing of transactions with a purchaser claiming that there had been a material adverse change in the portfolio company’s financial condition; a successful effort to enjoin a competing bid by management of a target company; an action to rescind the purchase of a portfolio company that had misrepresented its financial condition, which resulted in the re-purchase of the company by its selling shareholders; an action claiming that insufficient assets for a portfolio company’s pension plan were transferred in connection with a sale, which was resolved after trial without any net cost to the fund; disputes with limited partners and lenders; dissenting shareholders proceedings; numerous disputes over earn-outs and indemnities; and general representation of the funds' portfolio companies.
After graduating from Columbia Law School in 1976, where he was an editor of the Columbia Law Review, Bob served as a law clerk to Judge Thomas J. Meskill, of the United States Court of Appeals, Second Circuit. Before joining Orrick in 2003, Bob was a partner at Reboul, MacMurray, Hewitt & Maynard.
Among the clients Bob has represented in international arbitrations are the following.
- An UNCITRAL arbitration in New York between a major European telecommunications concern and its partner in the largest mobile telecommunications concern in Ukraine pursuant to the parties' shareholders agreement. The award was entirely in favor of Orrick's client. In related litigation in federal court, Bob obtained an anti-suit injunction halting Ukrainian litigation interfering with the arbitration, a judgment confirming the award, and two separate orders of contempt against our client's counterparty and its corporate parents for violation of that judgment.
- A major European telecommunications concern in two UNCITRAL arbitrations in Geneva under the shareholders agreement for the second largest mobile telecommunications carrier in Russia.
- An UNCITRAL proceeding in London to determine the rights of the parties under the shareholders agreement for an Amsterdam-based telecommunications company operating throughout the former Soviet Union.
- A European investor in a purchase price dispute over the sale of a telecommunications concern in Eastern Europe, in an UNCITRAL case in New York.
- Italy's largest telecommunications provider, for damages against the Republic of Bolivia for expropriating the privatized national telephone company, in a matter before the International Centre for Settlement of Investment Disputes (ICSID).
- A U.S. hedge fund in a dispute with its Indian partner in an Indian securities business, before the International Centre for Dispute Resolution (ICDR). In that case, Bob obtained an anti-suit injunction in federal court in New York, halting Indian litigation that had enjoined the arbitration required by the parties' contract. The arbitration then proceeded, resulting in an award granting all of the relief sought by our client.
- A Japanese energy company in a dispute with its European partners over their rights in two Polish wind farms, before the London Court of International Arbitration (LCIA).
- A Singapore franchisor in a dispute with its Mexican and Brazilian franchisees, before the ICDR.
- A U.S. investor in ad hoc proceeding against the Commonwealth of Dominica arising out of the expropriation of the local electric utility.
- An Asian manufacturer of consumer electronics in a dispute over the ownership of intellectual property, before the International Chamber of Commerce (ICC).
- A forest products company in a dispute with one of its large customers before the ICC.
- A U.S. investor in a dispute with its European partner over their rights in a chain of Russian automobile distributorships, before the LCIA.
- A U.S. chemical manufacturer in a dispute with its Chinese licensee, before the Stockholm Chamber of Commerce.
- A U.S. lessor of several power plants in a dispute with its German lessee, in an ad hoc proceeding.
- A European construction company in a multiparty dispute over the construction and operation of a Brazilian petrochemical plant, before the ICC.
- A European consulting company in a dispute arising under a contract for software and networking services, before the ICDR.
- A Chinese textile manufacturer in a dispute with its U.S. joint venture partner, before JAMS.
- A senior U.S. executive in a dispute over his “golden parachute” contract with the foreign acquirer of the business with which he was formerly associated, before the ICDR.
- A U.S. manufacturer in a royalties dispute with a Chinese government-owned corporation, before the ICC.
In transnational litigations, Bob has represented, among others, the following.
- A French bank in a dispute over the right to the proceeds of five letters of credit, totaling $50,000,000 in a “back-to-back” financing arrangement, involving litigation in state and federal courts in New York, bankruptcy court in New York, and proceedings in the United Kingdom, France, Switzerland and the Cayman Islands.
- A Brazilian bank in a dispute with a U.S. investment bank over fees allegedly owed for construction of a soybean mill in Paraguay, involving litigation in federal court in Florida as well as in Brazil.
- A Brazilian bank, in litigation over a transnational fraud involving false purchase orders and other forged documents issued by a U.S. manufacturer used to obtain substantial loans from a Brazilian bank.
- A German bank in connection with an investigation of its securities trading practices in New York and London, and related civil litigation in federal court in New York.
- A Japanese manufacturer in connection with termination of its distributors in Puerto Rico, involving litigation with one distributor in Puerto Rico and arbitration with another, as well as a related arbitration in Japan.
- A French bank, in proceedings to recover erroneous payments to a Russian bank, involving litigation in New York and Russia.
- A Brazilian bank, in a dispute over its obligation to pay a Chinese exporter under letters of credit, involving litigation in New York and Brazil.
- An English trading company over payment for a shipment of Uzbek cotton, involving successful enforcement proceedings in England and New York, despite a proceeding in Bangladesh enjoining payment.
- Several foreign banks in a wide variety of matters, including disputes over letters of credit, liability for improper payments to various parties, claims of aiding and abetting allegedly unlawful transactions, investigations of trading activities, and alleged violations of United States laws restricting banks from engaging in transactions with certain countries.