Transportation

Litigation

S&C has represented:

• Volkswagen and Audi in some of their most high-profile matters, including:
  • As National Coordinating Counsel in multidistrict litigation and regulatory investigations of alleged excess emissions from 600,000 diesel vehicles. S&C secured favorable and precedent-setting outcomes in class action litigation, opt-out litigation, litigation brought by state attorneys general and the Securities and Exchange Commission, and litigation with the companies’ primary regulators, including the EPA and the California Air Resources Board.
  • In the dismissal with prejudice of a putative class of former owners and former lessees of Volkswagen and Audi diesel vehicles who sold or returned their cars before the emissions issues had been publicly revealed. Named The AmLaw Litigation Daily’s “Litigator of the Week.”
  • In achieving favorable results after a three-week and three-phase bench and jury trial in federal court in San Francisco. The jury rejected claims by bellwether consumers seeking millions of dollars in damages after opting out of the landmark consumer class action settlements arising out of Volkswagen’s sale of diesel cars.
  • In obtaining the dismissal, affirmed on appeal, of a putative class action brought by dealer salespersons against Volkswagen and Audi for allegedly lost sales resulting from the diesel emissions issues.
  • In obtaining the dismissal with prejudice, affirmed on appeal, of two antitrust class actions alleging that defendants conspired for decades to unlawfully increase the prices of German luxury vehicles.
  • In winning an important ruling from the Ninth Circuit that eliminated significant liability for the company in securities litigation involving $8.3 billion of bonds.
  • In obtaining the dismissal of multiple claims brought by the SEC alleging securities fraud in connection with the company’s diesel emissions issues.
  • In obtaining summary judgment and dismissal of all claims brought by two counties challenging Volkswagen’s post-sale software updates as unlawful tampering under their state and local laws. 
  • In obtaining summary judgment in a case in which plaintiffs had sought significant damages on behalf of multiple purported classes of thousands of consumers who bought used Volkswagen vehicles over a 14-year period. The S&C team obtained two rulings denying class certification during the course of the litigation.
  • In multidistrict litigation relating to the well-publicized Takata airbag defect that led to the largest automotive safety recall in U.S. history. 
• Porsche in securing the dismissal, affirmed on appeal, of federal securities claims seeking more than $3 billion arising out of Porsche’s takeover bid for Volkswagen. Recognized as The American Lawyer’s “Global Dispute of the Year: U.S. Litigation” and as Benchmark Litigation’s “Impact Case of the Year.”

• Stellantis (formerly Fiat Chrysler Automobiles) in a number of major matters over two decades, including:
  • In numerous matters arising from claims related to emissions from approximately 100,000 model year 2014-2016 light duty diesel trucks sold in the United States, including reaching resolutions with U.S. DOJ Environment and Natural Resources Division, the EPA, CARB, 50 state attorneys general, U.S. Customs and Border Protection, the U.S. Securities and Exchange Commission and U.S. DOJ Criminal Division, as well as private plaintiffs in consumer protection and securities litigation.
  • In obtaining the dismissal with prejudice, affirmed on appeal by the Sixth Circuit, of a high-profile RICO lawsuit brought by General Motors against Fiat Chrysler Automobiles in which GM sought billions of dollars in damages. S&C persuaded the U.S. Supreme Court to deny GM’s petition for a writ of certiorari.
  • In securing the dismissal of two proposed class actions by auto workers alleging that the company colluded against them with UAW.
  • In securing the dismissal of a civil action brought by a UAW official seeking to stop negotiations between FCA and UAW and to temporarily block the potential sale or transfer of an FCA plant.
  • Before the EU Court of Justice in its successful appeal against the EU General Court’s judgment finding that the company received unlawful state aid of €30 million from the Luxembourg tax authorities.
  • In securing the dismissal of most claims in a putative nationwide consumer class action concerning model year 2013-2017 Ram 2500 and 3500 diesel trucks.
  • In resolving an SEC investigation regarding its historical sales reporting practices. 
  • In securing the dismissal of a putative securities fraud class action arising from the 2015 spinoff of Ferrari.
  • In the termination of its partnership with General Motors in 2005, securing a $2 billion settlement from GM.
• Spirit AeroSystems in securing the reversal of a $45 million judgment in an appeal to the Tenth Circuit involving compensation for the company’s former CEO.
• Banco Santander (Brasil) in litigation with American Airlines concerning the impact of the COVID-19 pandemic on a co-brand credit card/frequent flyer program, defeating American Airlines’ motion to dismiss, which resulted in a favorable settlement for the client.
• Canadian Pacific Railway in obtaining the dismissal, affirmed on appeal, of lawsuits related to a 2013 train derailment in Lac-Mégantic, Canada.
• Volaris in the dismissal with prejudice of all claims in a putative securities class action filed against Volaris, certain of its current and former directors and officers and certain underwriters of its IPO.
• Hyzon Motors in responding to short seller allegations, regulatory inquiries and securities and derivative litigations following its de-SPAC transaction.
• Iveco and its parent CNH Industrial N.V. on follow-on damage claims stemming from the European Commission’s landmark 2016 settlement with Daimler, DAF, Iveco, MAN and Volvo, in relation to an alleged 14-year EEA-wide cartel connected with the medium and heavy trucks industry.
• Lordstown Motors in responding to short seller allegations and regulatory inquiries following its de-SPAC transaction, as well as members of the board of the SPAC sponsor in connection with related securities, derivative and Delaware breach of fiduciary duty litigations.
• The Boeing Company and its board of directors in various matters, including:
  • In its $8.3 billion pending acquisition of Spirit AeroSystems.
  • In resolving derivative claims in Delaware challenging oversight of design and development of 737 MAX aircraft.
  • In successfully opposing shareholder derivative action seeking to enjoin annual shareholder meeting following certain 737 MAX issues.
• British Airways:
  • In the U.S. Department of Justice criminal investigation into price fixing in the provision of air cargo and passenger air services, as well as in the related consolidated multidistrict class action litigations. British Airways settled the air cargo class action.
  • In obtaining U.S. antitrust approvals for both (i) a three-way, metal neutral joint venture between British Airways, Iberia, and American Airlines covering their transatlantic businesses, and (ii) the subsequent $9 billion merger of British Airways and Iberia.
  • In a $1 billion antitrust case brought by Virgin Airlines alleging that British Airways had attempted to monopolize the transatlantic passenger air services market. British Airways was awarded summary judgment, dismissing all claims.
  • In a $1 billion antitrust, breach of contract and breach of fiduciary duty suit brought by US Airways when British Airways established an alliance with American Airlines. Majority of the claims were dismissed.

Transactions

S&C has advised:

• Stellantis as principal outside counsel in its most significant matters for nearly two decades including:
  • Its $60 billion 50/50 merger with Peugeot S.A.
  • As predecessor company Fiat, in its industrial alliance with Chrysler and New Chrysler’s bankruptcy-assisted acquisition of the assets of Old Chrysler as part of the U.S. government-sponsored restructuring of the U.S. auto industry during the financial crisis in 2009.
  • Its redomiciliation from Italy to the Netherlands and its related initial listing on the New York Stock Exchange.
  • More than $20 billion in equity and debt financing including a $1.1 billion offering common shares and a $2.9 billion offering of mandatory convertible securities in connection with its NYSE listing.
  • The $6.5 billion sale of the Magneti Marelli automotive components business to KKR portfolio company Calsonic Kansei Corporation.
  • Fiat’s purchase over a five-year period of the remaining ownership interests in Chrysler, enabling a unified ownership structure and creating Fiat Chrysler Automobiles.
  • The $10 billion initial public offering and spinoff of Ferrari.
  • Its sale of its global cast iron automotive components business, which was operated through its subsidiary Teksid S.p.A., to Tupy S.A.
  • The termination of Fiat’s industrial alliance with General Motors, in which Fiat received a $2 billion payment.
• Canadian Pacific Railway in its $31 billion acquisition of Kansas City Southern, defeating a competing bid by Canadian National. The combination created Canadian Pacific Kansas City, the first single-line railway network connecting Canada, the United States and Mexico.
• Delta Air Lines in its strategic partnership with LATAM Airlines Group and Delta’s $1.9 billion investment for a 20 percent stake in LATAM.
• Triton International, the world’s largest owner and lessor of intermodal freight containers, in its $13.3 billion acquisition by Brookfield Infrastructure.
• ZF Friedrichshafen in its $12.4 billion acquisition of TRW Automotive Holdings.
• Porsche Automobil Holding in the €10.1 billion acquisition of 25 percent of the ordinary voting shares of Porsche from Volkswagen (concurrent with the Porsche IPO).
• Volkswagen and its subsidiary Electrify America, a leading network of electric vehicle fast chargers, in the $450 million investment by Siemens and VW to support the more-than-doubling of Electrify America’s charging infrastructure to 10,000 ultra-fast chargers at 1,800 charging stations by 2026.
• Schaeffler in a complex three-step transformative transaction, including a business combination with Vitesco Technologies, to create a leading motion technology company.
• Garrett Motion in its successful Chapter 11 proceeding and global reorganization.
• Gateway Development Commission, the New York/New Jersey bistate commission to develop, finance and build a new tunnel and rail line under the Hudson River from Pennsylvania Station to Hoboken, New Jersey.
• Hon Hai Precision Industry Co., Ltd. (Foxconn) in its acquisition of 50 percent shares in ZF Chassis Modules GmbH from ZF Friedrichshafen AG (ZF Group) and establishing a partnership with ZF Group in the field of passenger vehicle chassis systems.
• Flix in connection with EQT Future’s and Kühne Holding’s acquisition of a 35% stake in Flix.
• XPeng, one of the leading smart electric vehicle companies in China:
  • In its up to $744 million acquisition of DiDi Global Inc.’s assets and R&D capabilities relating to a new smart electric vehicle model, and related business collaboration arrangements between XPeng and DiDi. “M&A Deals of the Year” by China Business Law Journal.
  • In its $2.064 billion global offering and dual-primary listing on the Hong Kong Stock Exchange. “Capital Markets Deals of the Year” by China Business Law Journal.
• British Airways in its relocation from Terminal 7 to Terminal 8 at John F. Kennedy International Airport and its joint investment with American Airlines for the redevelopment of Terminal 8.
• International Airlines Group on its €2.75 billion rights issue.