Adam Offenhartz

Recent Matters

• Heavy Vehicle Manufacturer: Represented major automotive company in successful defense of an insurgent proxy contest seeking control of the Board of Directors. Less than six weeks after BKB filed a complaint alleging various securities and common law claims, the insurgent withdrew its slate of director nominees and ended its proxy contest.

• Restaurant Group: Worked with the special litigation committee of company to investigate allegations of insider trading and breach of fiduciary duty arising from the sale of $118 million of company stock by directors and major stockholders. Won summary judgment in the Delaware Court of Chancery dismissing plaintiff’s claims based on the committee’s Report and Recommendation. The Delaware Supreme Court affirmed the dismissal in an opinion that is now the leading decision on Delaware law on independence of special litigation committee members and relevant Zapata standards.

• Investment Firm: Successfully argued an issue of first impression before the Second Circuit relating to what constitutes a contract for the purchase or sale of a security. The Circuit Court affirmed the dismissal of plaintiffs’ securities claims for lack of statutory standing because plaintiffs had neither purchased nor sold any shares in the private company share offering. The Court rejected plaintiffs’ argument that a right to participate in a share offering was equivalent to a contractual right to purchase shares, which would entitle plaintiffs to assert securities law claims.

• Private Investment Trust: Defeated repeated injunctive relief requests in Delaware Chancery Court, rulings that allowed client to complete the sale of a closely held biomedical company, which it controlled.

Representative M&A Matter

• Education Company: Defeated a preliminary injunction (PI) for client and its board sought by dissident investor challenging company’s refusal to recognize a slate of director nominees for upcoming annual meeting. After expedited discovery across two countries and less than a month after the lawsuit was filed in the Delaware Court of Chancery, the Court denied plaintiff's PI request, relying on Adam’s argument, and inviting the company to file a “fee shifting” motion (which was subsequently granted).

• Hotel Group: Defended major hotel group against expedited litigation seeking to prevent an industry merger. Won a rare early dismissal for client on aiding and abetting claims in Maryland State Court at the close of the initial court conference.

• International Reinsurer: Represented company and its directors in litigation brought by hostile bidder and shareholder plaintiffs alleging breaches of fiduciary duties in connection with potential merger or company sale. Won key victories before Delaware Chancery Court in which the Court refused to grant plaintiffs’ motions to expedite proceedings and to set a preliminary injunction hearing date. Also filed an action in Delaware Chancery Court that forced hostile bidder to withdraw invalid proxy materials.

• Outside Director of Public Company: Represented an outside director of education company in obtaining a rarely granted TRO from the Delaware Chancery Court postponing an annual meeting so that our client could run a competing slate of directors. With the TRO in place and the meeting date moved, our client’s director nominees were elected to the company’s board of directors.

• Major Healthcare Company: Represented company in successful defense of unsolicited takeover offer. Less than one month after Adam filed a complaint on behalf of the Company alleging misstatements in the insurgent’s proxy solicitations, the insurgent withdrew its takeover proposal. Also defeated efforts by plaintiff shareholders to obtain expedited discovery and to schedule a preliminary injunction hearing date regarding breach of fiduciary duty allegations in Nevada state court.

• Telecoms Company: Represented company in connection with an all-cash tender offer made by its majority shareholder. Litigated the case through an expedited trial, but before the Delaware Chancery Court issued its ruling, the bidder agreed to significantly increase its tender offer price, resulting in a 130% premium for shareholders.

• Healthcare Company: Represented company in successful defense of consent solicitation by an activist shareholder to replace the entire board. Despite receiving sufficient stockholder votes, the activist investor was prevented from replacing the board with its nominees because of the various restraining orders and the preliminary injunction Adam obtained in federal court.

• Reginal Airline: Defended company in successful effort preventing an unsolicited takeover by competitor. Following litigation in multiple courts the takeover attempt was enjoined.

Representative Matters for Insurance/Reinsurance Clients

• Successfully defended companies in international insurance group in a purported nationwide multi-year RICO class action alleging misuse of brokerage fees with respect to structured settlements. Potential damages could have exceeded several hundred million dollars. Based on Adam’s arguments a federal district court dismissed plaintiffs’ claims and the First Circuit affirmed in a unanimous opinion authored by retired U.S. Supreme Court Justice David Souter. The opinion eviscerated a litigation theory that plaintiffs had repeatedly asserted against structured settlement providers and was a major win for the industry.

• Successfully defended major US insurer against claims of misappropriation of trade secrets and breach of confidentiality. Following extensive discovery, motion practice and numerous court hearings, plaintiffs dismissed the action with prejudice shortly after the close of discovery.

• Represented leading international insurance organization in a reinsurance arbitration arising out of an auto warranty program that resulted in a $90 million recovery and handled related matters.

Gibson, Dunn, & Crutcher, New York, NY (1990-2023)

• Associate (1990-1998)

• Partner, Litigation (1999-2023)