Joseph Taglienti

M&A Litigation

• Apax Partners and Thoughtworks Holding, Inc. in appraisal litigation arising from Apax’s $1.75 billion take-private acquisition of Thoughtworks.
• Clayton, Dubilier & Rice (CD&R), Cornerstone Building Brands, Inc., and Cornerstone’s directors and officers in fiduciary duty and securities litigation arising from CD&R’s $5.8 billion take-private acquisition of Cornerstone.
• Eli Lilly & Company in stockholder litigation arising from Lilly’s $1.4 billion acquisition of POINT Biopharma Global Inc.
• XMS Capital Partners (XMS), Power & Digital Infrastructure Acquisition Corp. (XPDI), and XPDI’s sponsor, directors, and officers in fiduciary duty litigation arising from XPDI’s $4.3 billion deSPAC merger with Core Scientific, Inc. Secured dismissal of XMS, all entities invested in XPDI’s sponsor, and a supermajority of XPDI’s directors and officers.
• Zendesk, Inc. and its directors and officers in fiduciary duty litigation arising from Hellman & Friedman and Permira’s $10.2 billion take-private acquisition of Zendesk.

Corporate Governance Litigation

• AIM ImmunoTech Inc. and its board of directors in fiduciary duty litigation arising from AIM’s successful defense against a hostile takeover attempt. Secured reversal on cross-appeal in market-wide ruling narrowing the grounds for facial challenges to a corporation’s advance notice bylaws.
• Founding stockholder of a closely held company in fiduciary duty litigation arising from founder’s removal as CEO and oppression of founder’s voting rights. Defeated motion to dismiss and negotiated settlement restoring founder as CEO.

Deal Advisory Matters

• Callon Petroleum Company in its $4.5 billion merger with APA Corporation.
• Carlyle Group in its $3.8 billion acquisition of assets from Baxter International Inc.
• Six Flags Entertainment Corporation in its $8 billion merger with Cedar Fair, L.P.
• Vista Equity Partners in its $1 billion acquisition of Securonix, Inc.