Jeffrey J. Zeiger, P.C.

Fraudulent Transfer, Fiduciary Duty, Liability Management and Restructuring Litigation Matters

• Tronox Litigation Trust v. Kerr-McGee: Trial counsel for Tronox in multibillion-dollar lawsuit challenging Kerr-McGee’s spin-off of Tronox as a fraudulent transfer and breach of fiduciary duty. Following 34-day trial in the U.S. Bankruptcy Court for the Southern District of New York, obtained historic $14 billion verdict subject to offset for defendants’ bankruptcy claims. Case settled for $5.15 billion post-trial, which at the time represented the largest payment for cleanup of environmental contamination in U.S. history.
• Paragon Litigation Trust v. Noble Corporation plc: Trial counsel for Paragon in lawsuit challenging Noble’s spin-off of Paragon as a fraudulent transfer and breach of fiduciary duty in the U.S. Bankruptcy Court for the District of Delaware. Reached $90 million settlement that a court described as “a very elegant walk down a very complicated tightrope” after primary defendant filed for Chapter 11 shortly before trial was scheduled to begin.
• Marble Ridge v. Neiman Marcus: Trial counsel for Neiman Marcus in lawsuits filed in New York and Texas state courts seeking to unwind distribution of online business to equity sponsors as a fraudulent transfer. The Dallas County District Court granted Neiman Marcus’ motion to dismiss Marble Ridge’s claims with prejudice on standing grounds and denied Marble Ridge’s motion to dismiss Neiman Marcus’ counterclaims for defamation and business disparagement as violating the First Amendment under the Texas Citizens Participation Act. The Texas Court of Appeals affirmed the denial of Marble Ridge’s motion to dismiss. The New York County Supreme Court dismissed Marble Ridge’s subsequent suit for failure to comply with the indenture’s no-action requirements before filing suit.
• JPMorgan v. Solutia: Trial counsel for Solutia in suit alleging that Solutia improperly desecuritized $450 million of bonds when its bankruptcy filing was imminent. Following bench trial before the U.S. Bankruptcy Court for the Southern District of New York, obtained judgment for Solutia on all counts.
• UMB v. Valaris plc: Trial counsel for Valaris in action filed by creditors in Harris County, Texas District Court challenging an internal reorganization as fraudulent transfer and breach of fiduciary duty. Case settled as part of Valaris’ Chapter 11 cases.
• TransVantage v. Delta Air Lines: Trial counsel for Delta Air Lines in fraudulent conveyance action brought by Chapter 7 trustee in TransVantage bankruptcy. Following filing of motion to dismiss in the U.S. Bankruptcy Court for the District of New Jersey, settled claims for less than a penny on the dollar.
• In re Caesars Entertainment Operating Company: Trial counsel for Caesars debtors in four injunction proceedings, venue trial and trial determining appropriateness of involuntary bankruptcy filing in the U.S. Bankruptcy Courts for the Northern District of Illinois and the District of Delaware. Also investigated multibillion-dollar asset transfers from debtors to affiliates.
• Shaev v. Redstone: Represented Midway Games in suit alleging breach of fiduciary duty claims in connection with Sumner Redstone’s open-market purchases of the majority of Midway’s common stock. Obtained dismissal of all claims in the Circuit Court of Cook County, Illinois.
• Equistar v. Solutia: Trial counsel for Solutia in Lyondell bankruptcy in the U.S. Bankruptcy Court for the Southern District of New York over whether Lyondell could abandon a former petrochemical plant and force Solutia to clean up millions of dollars of environmental liabilities. Case settled on morning trial was scheduled to begin on such favorable terms that Solutia could record a significant gain against reserves it had previously taken.
• Advised leading retailer on distribution of online business.
• Other Restructuring Litigation Matters: In re Cengage Learning, Inc. (Bankr. E.D.N.Y.); In re Neiman Marcus LTD LLC (Bankr. S.D. Tex.); In re Seadrill Limited (Bankr. S.D. Tex.); In re Solutia Inc. (Bankr. S.D.N.Y.); In re Tronox Inc. (Bankr. S.D.N.Y.); In re Valaris plc (Bankr. S.D. Tex.)

Antitrust Matters

• In re Blue Cross Blue Shield Antitrust Litigation (MDL 2406): Trial counsel for several Blue plans in series of putative class action lawsuits challenging the structure of the Blue system under antitrust laws in U.S. District Court for the Northern District of Alabama.
• DeLoach v. Philip Morris: Represented Brown & Williamson in putative class action filed on behalf of 500,000 U.S. tobacco farmers and quota holders alleging a conspiracy to fix the price of leaf tobacco sold at auction. After extensive pretrial proceedings in the U.S. District Court for the Middle District of North Carolina, case settled on favorable terms.
• Wayne v. BP Oil Supply Company: Represented BP Oil in class action filed on behalf of all California gasoline consumers under California’s Unfair Competition Law that alleged BP Oil improperly manipulated the price of crude oil. Obtained judgment on pleadings in the Superior Court of Los Angeles County. Second District Court of Appeal affirmed.

Foreign Judgment Enforcement Matters

• DBCP Litigation: Represented The Dow Chemical Company since 2003 in actions brought by Latin American workers for personal injuries as a result of alleged exposure to Dow’s DBCP product. Obtained dismissal of action in the U.S. District Court for the Central District of California to enforce $480 million Nicaraguan judgment in Franco Franco v. The Dow Chemical Company. The Ninth Circuit affirmed and, following a week-long evidentiary hearing, sanctioned plaintiffs’ counsel for seeking to enforce a fraudulent judgment. Obtained judgment on action to enforce $97 million Nicaraguan judgment in Sanchez Osorio v. Dole following a week-long evidentiary hearing before the U.S. District Court for the Southern District of Florida. The Eleventh Circuit affirmed and the Supreme Court declined to review. Advising The Dow Chemical Company in exequatur action in the Tribunal de Grande Instance de Paris in action to enforce $800 million Herrera Rios Nicaraguan judgment.

Energy Matters

• Statoil Gulf of Mexico v. Kerr-McGee: Trial counsel for Statoil Gulf of Mexico in its defense of claims brought by Kerr-McGee and private individuals involving the payment of overriding royalties on deepwater oil production in the Gulf of Mexico. Case settled on eve of trial in the U.S. District Court for the Eastern District of Louisiana.
• Rao v. BP Products North America Inc.: Represented BP Products in dealer termination suit under Petroleum Marketing Practices Act before the U.S. District Court for the Northern District of Illinois. Obtained dismissal or summary judgment for BP Products on all counts. The Seventh Circuit affirmed.

Other Matters

• Morefield v. Exelon Corporation: Trial counsel for Exelon in one of first cases to be tried under the Sarbanes-Oxley Act’s whistleblower provision. Two-week trial before a U.S. Department of Labor Administrative Law Judge. Case settled on confidential terms.
• In re Midway Games Inc. Securities Litigation: Represented Midway Games in purported securities fraud class action. Obtained dismissal of all claims before the U.S. District Court for the Northern District of Illinois.
• Ferro v. Solutia: Trial counsel for Solutia in action alleging that Solutia failed to perform under an asset purchase agreement. The U.S. District Court for the Eastern District of Missouri dismissed the case and it settled on favorable terms while on appeal.

Kirkland & Ellis LLP 

Commercial Litigation Associate, October 2002–October 2007

Represent pro bono clients on a variety of matters, including prosecuting a mortgage rescue fraud case before the Circuit Court of Cook County and working with the Illinois Prisoner Review Board to obtain parole for an inmate in connection with civil rights case.