Cliff C. Gardner focuses his practice on defending corporations and their directors and officers in merger and acquisition-related litigation, stockholder derivative lawsuits, complex commercial disputes and securities class actions.

Bio

Mr. Gardner also advises on transactional matters, including the fiduciary obligations of directors and officers. In addition to his numerous authorships, he is a member of the board of editors of Folk on the Delaware General Corporation Law and Mergers & Acquisitions Deal Litigation Under Delaware Corporation Law. His notable representations include:

  • The Walt Disney Company and certain of its directors and officers in derivative litigation in the U.S. District Court for the Northern District of California and the Ninth Circuit Court of Appeals;
  • The Coca-Cola Company, a worldwide beverage company, in litigation in Georgia state court arising from its $12.3 billion acquisition of its largest bottler, Coca-Cola Enterprises, and in arbitration arising from a contractual dispute;
  • Playboy Enterprises, Inc., a publishing company, in litigation in the Delaware Court of Chancery arising from its going-private acquisition by Hugh Hefner and Rizvi Traverse;
  • Abercrombie & Fitch, Co., a global specialty retailer, in derivative litigation in the U.S. District Court for the Southern District of Ohio;
  • Rite Aid and its board of directors in securities class actions in the U.S. District Court for the Middle District of Pennsylvania and lawsuits in the Delaware Court of Chancery arising out of several announced transactions;
  • Time Warner Cable’s independent directors in litigation in Delaware and New York state courts arising out of the company’s terminated $45.2 billion merger with Comcast Corporation and its $55 billion acquisition by Charter Communications;
  • Activision and its board of directors in litigation in the Delaware Court of Chancery and Delaware Supreme Court arising from its $18.9 billion transaction with Vivendi, S.A.;
  • The Priceline Group, a provider of online travel and related services, in litigation in Delaware and Connecticut state courts arising from its $1.8 billion merger with KAYAK Software Corporation;
  • Express Scripts, Inc., a pharmaceutical benefit management company, in litigation in Delaware and New Jersey state courts, the U.S. District Court for the District of New Jersey and the Third Circuit Court of Appeals arising from its $29 billion acquisition of Medco Health Solutions, Inc.;
  • DigitalGlobe, Inc., a satellite provider of earth imagery and geospatial information solutions, in litigation in the U.S. District Court for the Eastern District of Virginia arising out of its $900 million merger with GeoEye, Inc., an information satellite technology provider for the aerospace and defense industry;
  • XTO Energy, an oil and natural gas producer, and its board of directors in litigation in the Delaware Court of Chancery arising from its $41 billion acquisition by Exxon Mobil Corporation;
  • Baxter International Inc.’s board of directors in derivative litigation in the Delaware Court of Chancery;
  • ViroPharma, a rare disease biopharmaceutical company, and its board of directors and certain officers in litigation in the Delaware Court of Chancery arising out of its $4.2 billion merger with Shire plc;
  • CF Industries, a nitrogen fertilizer manufacturing and distribution company, in litigation arising from its nearly $5 billion contested acquisition of Terra Industries;
  • Human Genome Sciences, Inc., a biopharmaceutical company, and its board of directors in litigation in the U.S. District Court for the District of Delaware arising from its $3 billion acquisition by GlaxoSmithKline;
  • Novell, Inc., a software and services company, and its board of directors in litigation in the Delaware Court of Chancery arising out of its $2.2 billion merger with Attachmate Corporation;
  • Chattem, Inc., a manufacturer and marketer of consumer health care products, and its board of directors in litigation in Tennessee state court arising from its $1.9 billion acquisition by Sanofi-Aventis;
  • Cobham plc, a British manufacturing company specializing in the commercial, defense and security markets, in litigation in Delaware and New York state courts arising from its $1.5 billion acquisition of Aeroflex Holding Corp.;
  • RRI Energy, Inc., a provider of energy and other energy-related services, in litigation in Georgia state court arising from its $1.6 billion merger with Mirant Corporation;
  • Archer Limited, an oilfield services company, in litigation in Delaware state courts arising from its $890 million transaction with Allis-Chalmers Energy, Inc.;
  • GTCR, a private equity firm, in litigation in the Delaware Court of Chancery arising from its $830 million acquisition of Protection One, Inc.;
  • Toray Industries, a chemistry and biotechnology company, in litigation in Missouri state court arising from its $584 million acquisition of Zoltek Companies; and
  • Stryker Corporation, a medical technology company, in litigation in Pennsylvania state court and the U.S. District Court for the Eastern District of Pennsylvania arising from its $316 million acquisition of Orthovita, Inc.

Credentials

Education

  • J.D., Duke Law School, 2008
  • B.A., University of North Carolina, Chapel Hill, 2000

Admissions

  • Delaware

Experience

  • Law Clerk, Hon. John W. Noble, Delaware Court of Chancery (2008-2009)

Cliff C. Gardner