Our Litigation Group has extensive experience in litigating a broad range of commercial disputes both in courts and before international and domestic arbitral tribunals, including high profile disputes and disputes raising issues of first impression.
ABN AMRO Holdings -- Milbank represented ABN AMRO Holdings, N.V. and its directors in a purported shareholder derivative lawsuit asserting claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, and indemnification. Milbank moved to dismiss the complaint on the grounds that (i) Dutch law does not authorize shareholders to bring derivative actions and (ii) the complaint did not plead a basis for personal jurisdiction over any of the individual defendants. The district court granted the motion and dismissed the complaint in its entirety with prejudice, agreeing with Milbank’s Dutch law arguments. Marlene Seybold, IRA v. Groenink et al. (S.D.N.Y.).
Aquila -- Milbank represented Aquila in a breach of contract action relating to Aquila's early repayment of $430 million in loans. Milbank moved to dismiss the complaint, arguing that the contract could be interpreted as a matter of law in Aquila ’s favor. The district court granted the motion and the Second Circuit affirmed. Citadel Equity Fund Ltd. v. Aquila, Inc., 371 F. Supp. 2d 510 (S.D.N.Y. 2005), aff'd, 168 F. App'x 474 (2d Cir. 2006).
AXA Equitable Life Insurance Company -- The Taylor plaintiffs alleged that they were deceived into purchasing a life insurance policy in which a portion of their premium payment was used to cover mortality costs and a portion was invested by Equitable, with the policyholder receiving a guaranteed rate of return on the invested portion. Equitable filed a motion for summary judgment, arguing that plaintiffs’ claims were time-barred and that plaintiffs’ own testimony negated any claims of fraudulent concealment or suppression. The Court granted Equitable’s motion. Taylor v. Equitable Variable Life Ins. Co., et al., No. CV2004-0046LY1, slip op. (Cir. Ct. of Yalobusha County, Miss. for the First Jud. Dist., June 6, 2006).
Cambrex -- Milbank represented Cambrex in a case involving a dispute arising from the sale of Bio Science Contract Production Corporation (“BSCPC”). In November 2003, Rubin Squared, Inc. (the successor-in-interest to Bio Science) filed a complaint seeking the full amount of certain earnout payments based on claims of fraud, negligent misrepresentation, and breach of contract. Rubin Squared alleged that Cambrex induced it to sell BSCPC by making false oral representations during the parties' negotiations and that Cambrex operated BSCPC business after the acquisition in a manner that deprived Rubin Squared of its entitlement to earnout payments. The Court granted Cambrex’s motion for summary judgment dismissing the complaint. Rubin Squared, Inc. f/k/a Bio Science Contract Production Corp. v. Cambrex Corporation, 03 Civ. 10138 (S.D.N.Y. 2007).
Deutsche Bank -- Milbank represented Deutsche Bank, A.G. in a litigation attempting to assert international human rights claims against Deutsche Bank in connection with the maltreatment of the Herero, an indigenous people in South West Africa (now Namibia), prior to World War I. The case raised significant questions regarding whether the plaintiffs stated a claim under federal common law for alleged violations of international norms, and if not, whether the federal courts lacked jurisdiction. Milbank obtained the dismissal of the complaint in its entirety. The Herero People’s Reparations Corp. et al. v. Deutsche Bank, A.G. et al. (D.C. Dist. and D.C. Cir.).
Dresdner Bank -- Milbank represented Deutsche Bank AG and Dresdner Bank AG (the “Banks”) in two actions arising out of the creation of the “Remembrance, Responsibility and the Future” foundation. Plaintiffs asserted breach of contract and misrepresentation claims against the Banks, alleging they did not fully fund the Foundation. The Court granted defendants’ motions to dismiss both actions for failure to state a claim. Gross v. The German Foundation Industrial Initiative, et al., Civil No. 02-2936 (DRD) (D.N.J. 2007).
JP Morgan Chase -- Milbank represented JPMorgan Chase as Administrative Agent to a credit agreement among approximately 50 original lenders and Global Crossing. JPMorgan instituted a fraud action against many of the current and former officers and directors of Global Crossing to recover over $1.7 billion lost by the original lenders when Global Crossing drew down the entire credit line shortly before filing for bankruptcy. After three years of litigating the action, and overcoming several motions to dismiss and for summary judgment, JPMorgan was able to collect substantial recoveries in two separate settlements with the defendants on behalf of the lender group. JPMorgan Chase as Administrative Agent v. Gary Winnick et al. (S.D.N.Y.).
National Association for Stock Car Auto Racing, Inc. (“NASCAR”) -- Milbank represented NASCAR in a dispute with AT&T, f/k/a Cingular Wireless ("Cingular") regarding the branding of Car #31, which races in the Nextel Cup Series. NASCAR had permitted Car #31 to be branded with the "Cingular" logo but rejected Cingular's request to display the AT&T logo on Car #31. Cingular sued NASCAR claiming, among other things, that NASCAR breached a contract with RCR and "promised" Cingular that it could re-brand Car #31 with the AT&T logo and filed a motion for a preliminary injunction. The District Court granted Cingular's motion, we appealed to the Eleventh Circuit and the appellate court vacated the preliminary injunction and held that Cingular did not have standing to sue under the contract at issue. AT&T Mobility LLC F/K/A Cingular Wireless LLC v. National Association for Stock Car Auto Racing, Inc. and Sprint Nextel Corp. (third party intervener).
Neuberger Berman Real Estate Income Fund Inc. -- Milbank represents Neuberger Berman Real Estate Income Fund Inc. (“NRL”) which was the target of a hostile tender offer in 2004 by certain trusts (the “Trusts”) controlled by Stewart Horejsi. NRL commenced a lawsuit against the Trusts, alleging, among other things, that the tender offer proxy statement contained false and misleading statements. The Trusts asserted counterclaims alleging that certain takeover defenses undertaken by NRL violated the Investment Company Act of 1940. After NRL won a declaratory judgment upholding its adoption of a poison pill in response to the tender offer, the parties engaged in expedited discovery culminating in cross-motions for summary judgment. The court upheld NRL’s takeover defenses and dismissed all remaining counterclaims against NRL. Neuberger Berman Real Estate Income Fund Inc. v. Lola Brown Trust No. 1B, 485 F. Supp. 2d 631 (D. Md. 2007).
New York Stock Exchange -- Milbank represented the New York Stock Exchange in litigation alleging that security measures implemented after the terrorist attacks of September 11, 2001 adversely affected a nearby parking garage’s business. The garage initially obtained preliminary relief enjoining NYSE from maintaining security blockades and conducting vehicle searches in the area of NYSE. On appeal, the Appellate Division, First Department vacated the injunction, holding that there could be no claim for public nuisance. Following remand, the trial court granted NYSE’s motion to dismiss the lawsuit in its entirety. Wall Street Parking Garage Corp. v. New York Stock Exch., Inc. (N.Y. Supreme Court and App. Div.).
NYBOT -- We represented the commodity exchange Board of Trade of the City of New York ("NYBOT") in a suit by holders of trading permits challenging the merger of NYBOT and The IntercontinentalExchange, Inc. ("ICE"). The lawsuit sought to enjoin the merger and, alternatively, sought declaratory relief and damages in favor of the holders of trading permits. The Court denied the plaintiffs’ application for a temporary restraining order, denied the motion for injunctive relief, and dismissed the complaint in its entirety. Herbert Altman et al. v. Board of Trade of the City of New York (incorrectly sued as The New York Board of Trade) and Board of Governors of the New York Board of Trade, Index No. 604220/06.
NYSE Group -- Milbank represented NYSE Group, Inc. in connection with a class action challenging the transaction that led to the creation of the Financial Industry Regulatory Authority. After expedited briefing and discovery, the court granted the defendants’ motions to dismiss for lack of subject matter jurisdiction and denied the plaintiff ’s subsequent motion for reconsideration. Standard Investment Chartered, Inc. v. National Association of Securities Dealers, Inc. et al. (S.D.N.Y.), appeal pending in Second Circuit.
Strategic Capital Group and Outpost Capital Management -- Global Emerging Markets ("GEM") brought claims against our clients for breach of an alleged partnership agreement seeking a one-third interest in our clients’ profits in perpetuity based on a purported oral contract. The district court granted the defendants' motion to dismiss and dismissed the claims with prejudice. Global Emerging Mkts., Inc. v. Strategic Capital Group, LLC and Outpost Capital Mgmt. LLC, No. 05-CV-10167 (JSR) (S.D.N.Y. 2006).
UBS -- Milbank represented UBS in connection with claims arising out of UBS’ purchase of an equity interest in the Philadelphia Stock Exchange. The parties agreed to a settlement on the eve of trial on terms favorable to UBS. Ginsburg v. Philadelphia Stock Exchange, et al. (Del. Ch.).
Zuffa -- Milbank represented Zuffa (owner of the Ultimate Fighting Championship brand) in an arbitration against Ventura (the distribution unit of First Look Studios, Inc.). Zuffa claimed that Ventura hid rebates and discounts, charged unauthorized distribution fees, and engaged in other serious accounting improprieties. The arbitrator issued an order enforcing Zuffa’s right to fully audit Ventura’s books and records. Following that, Milbank initiated a contempt proceeding which resulted in full disclosure of the accounting information to which the arbitrator had granted access. In Zuffa, LLC v. Ventura (arbitration)