Bonnie David focuses her practice on corporate and complex commercial litigation in the Delaware Court of Chancery, as well as other state and federal courts across the country. Ms. David’s experience includes representing corporations, directors, officers, controlling stockholders and advisers in merger and acquisition-related litigation, derivative suits, contract disputes and “broken deal” litigation, corporate statutory proceedings, federal securities litigation and other stockholder disputes. She frequently advises corporations and their boards of directors on transactional and corporate governance matters involving the Delaware General Corporation Law (DGCL), the fiduciary obligations of directors, officers and controlling stockholders, and other corporate law issues.
Recent representations, among others, include:
- defending companies and directors in M&A litigation in Delaware and federal courts, including directors of Asterias Biotherapeutics, Inc., JAB Holding Company and affiliates, Xilinx, Inc., National Holdings Corporation, Caesars Entertainment Corp., FGL Holdings, KEMET Corporation, Cempra, Inc., DST Systems, Inc., Express Scripts Holding Co., Stone Point Capital LLC and affiliates, and Validus Holdings, Ltd.;
- representing banks named as defendants and in response to subpoenas in M&A and other corporate litigation, including Goldman Sachs, J.P. Morgan, Barclays and Leucadia National Corp.;
- efending directors in stockholder derivative actions, including directors of AMC Entertainment Holdings, Inc., a director of CBS Corp., directors of Cempra, Inc., Stone Point Capital LLC and affiliates, and directors of Viacom Inc.;
- representing companies and directors in various statutory proceedings under the DGCL — such as actions under Section 220 for corporate books and records; actions under Section 145 for advancement and indemnification; actions under Section 205 to validate corporate acts; actions under Section 225 to confirm the validity of director removals; and actions under Section 262 for statutory appraisal — including Eidos Therapeutics, Inc., American Apparel, Inc., Baxter International Inc., directors of Viacom Inc. and Panera Bread Company;
- representing companies in litigation to vindicate their contract rights, including Moët Hennessy Louis Vuitton SE, Seecubic, Inc., Corre Partners Management, LLC, American Apparel, Inc., Danaher Corporation and World Energy Ventures LLC; and
- conducting internal investigations on behalf of boards and board committees in response to stockholder demands and successfully defending against resulting litigation, including Intercept Pharmaceuticals, Ultragenyx Pharmaceutical Inc. and Viacom Inc.