EXPERIENCE

Paul’s recent experience includes representing:

• Fresenius SE & Co., a German healthcare company, in a landmark post-trial ruling, affirmed by the Delaware Supreme Court, that Fresenius was justified in terminating a $4.8 billion merger agreement with Akorn Pharmaceuticals due to Akorn’s post-signing decline and Akorn’s breaches of FDA data integrity requirements, both constituting Material Adverse Events (MAE) under Delaware law. The decision was the first to find an MAE justified based on post-signing financial decline and other factors.
• Channel Medsystems, Inc., a medical device start-up, in a trial victory in the Delaware Court of Chancery over Boston Scientific Corporation, which had unsuccessfully sought to terminate its $250 million acquisition of Channel based on an alleged MAE.
• Simon Property Group in expedited litigation concerning Simon’s invocation of an MAE to withdraw from its $3.6 billion acquisition of a majority interest in Taubman Realty Group. The parties settled on the eve of trial for an $800 million purchase price reduction—the biggest COVID-19 related discount to date for a major deal.
• Bain Capital in a shareholder class action alleging that Bain aided and abetted a breach of fiduciary duty by the former controlling stockholder of one of its portfolio companies.
• Revlon, a leading global beauty company, and certain of its subsidiaries in their chapter 11 cases in the U.S. Bankruptcy Court for the Southern District of New York.