Laura Kabler Oswell

Complex Commercial & Securities Matters

• Lordstown Motors in a Special Committee and government investigations relating to its de-SPAC transaction, and the members of the Board of the sponsor entity in securities, derivative, and Delaware breach of fiduciary duty litigation.
• Hyzon Motors in connection with an SEC investigation and multiple securities, derivative and breach of fiduciary duty cases.
• Volkswagen AG and Audi AG in civil litigation and government investigations relating to the “clean diesel” matters, in separate anti-trust matters and an investigation and securities class action.
• Goldcorp in obtaining the dismissal of a securities class action.

• Hycroft Mining in a putative securities class action and a dismissed derivative action.
• The underwriters of Clovis Pharmaceuticals in securities class actions and an opt-out case relating to a secondary offering.
• The underwriters of GoPro in a class action following the company’s IPO.
• The underwriters of TriNet in the dismissal of a class action following a secondary offering.
• The underwriters of the King Digital Entertainment plc IPO in connection with a securities class action lawsuit.
• Via Licensing Corporation in separate breach of contract actions brought against Compal Electronics, Pegatron Corporation, Haier, Hisense International, and LG Electronics, which resulted in favorable settlements in each action.
• Enbridge Inc. in a trial of claims brought by Energy Transfer Partners, L.P. After a five-week jury trial in state court in Dallas, Texas, Enbridge was found not liable in a unanimous verdict.
• Goldman, Sachs & Co. in RMBS matters including claims by The Charles Schwab Corporation in San Francisco Superior Court and claims by the National Credit Union Association in the Central District of California and Southern District of New York.

Investigations

• A multinational pharmaceutical company in investigations by the Department of Justice and Securities and Exchange Commission regarding Foreign Corrupt Practices Act issues, and in connection with diligence matters relating to two changes of control via acquisitions.
• A multinational financial institution in connection with alleged antitrust violations related to foreign currency trading.
• A multinational automotive company in connection with alleged violations of the Foreign Corrupt Practices Act. The client received a declination from the DOJ and SEC.
• A financial institution in connection with regulatory inquiries regarding capital requirements.

M&A-Related Matters

• Tiffany & Co. as plaintiff in litigation against LVMH Moet Hennessy Louis Vuitton stemming from LVMH’s acquisition of Tiffany for approximately $16 billion, which was completed in January 2021.
• Terumo Corporation in its acquisition from Abbott Laboratories and St. Jude Medical, Inc. (SJM) of certain assets and liabilities related to SJM’s Angio-SealTM and FemoSealTM vascular closure product lines.
• 1st Century Bancshares and former board members in obtaining the dismissal – upheld on appeal – of a putative class action stemming from 1st Century’s acquisition by Midland Financial, the holding company of MidFirst Bank. This was the first ruling validating a Delaware forum selection bylaw under California state law.
• Valeant Pharmaceuticals in connection with its proposed acquisition of Allergan.
• Ruckus Wireless in litigation relating to its acquisition by Brocade.
• AB InBev in connection with regulatory inquiries arising from its merger with SAB Miller.
• First Niagara Financial Group, Inc. in litigation relating to its acquisition by KeyBank.
• Kraft Foods Group, Inc. in connection with its merger with H.J. Heinz Holding Corporation, including due diligence related to Foreign Corrupt Practices Act and litigation matters, and regulatory inquiries and shareholder litigation following the announcement of the merger.
• Advance/Newhouse Partnership in connection with the acquisition of Bright House Networks by Charter Communications, Inc. including matters relating to antitrust clearance and review by the Federal Communications Commission.
• Apollo (Mauritius) Holdings Pvt. Ltd., Apollo Tyres B.V. and Apollo Acquisition Corp. in an expedited trial in Delaware Chancery Court regarding its proposed $2.5 billion merger with Cooper Tire & Rubber Company. After a three day trial – held approximately one month after Cooper filed its complaint – the Court found that Apollo had not breached the merger agreement.