Michael C. Wagner

Practice Details

• Languages
  German
• Firm Information
  Position

  Attorney

  Firm Name

  Labaton Sucharow LLP
• Representative Cases & Transactions
  Cases

  EXPERIENCE: Selected cases:In re Dole Food Co., Inc. Stockholder Litigation, C.A. No 8703-VCL (Del. Ch.) - Entire fairness challenge to controller David Murdock's take-private of the Dole Food Co., Inc.
  obtained post-trial award of $148 million,
  subsequent settlement in that amount, representing an increase of $2.74 per share over the $13.50 per share merger consideration that Murdock originally paid the minority stockholders.In re Versum Materials, Inc. Stockholder Litigation, C.A. 2019-0206-JTL - Challenged poison pill rights plan adopted the morning after the company target received a hostile third-party merger proposal offering more value than an existing merger agreement the target company had already reached
  on eve of depositions in expedited proceedings before a preliminary injunction hearing, company rescinded the poison pill to resolve the injunction application
  ultimately, Company reached merger terms with the erstwhile hostile third-party, providing stockholders with an aggregate of $1.17 billion in additional merger consideration.In re Ebix, Inc. Stockholder Litigation, C.A. No. 8526-VCS (Del. Ch.) - Challenged a board-approved agreement to pay the Company's Chairman
  CEO Robin Raina more than 25% of Ebix's market capitalization in a cash bonus upon a change-of-control
  following six years of litigation
  trial in August 2018, which revealed substantial corporate governance
  historical disclosure issues, reached settlement that, among other things, reduced the value of Mr. Raina's change-in-control bonus by 36%
  required the Company to hire an in-house general counsel.In re Energy Transfer Equity, L.P. Unitholder Litigation, C.A. No. 12197-VCG (Del. Ch) - Challenged issuance of convertible preferred limited partnership units to insiders of a master limited partnership, which effectively gave holders a hedge against uncertainties caused by a then-pending merger transaction with The Williams Companies
  obtained post-trial holding that the issuance violated the governing limited partnership agreement. (2018 WL 2254706)Lebanon County Employees' Retirement Fund v. AmerisourceBergen Corp., C.A. No. 2019-0527-JTL (Del. Ch) - Sought corporate books
  records concerning efforts of the Company Board's to ensure compliance with federal regulations regarding distribution of opioid medications, in light of public reports of long-enduring compliance violations at the Company
  obtained post-trial ruling requiring production of Board-level documents with the potential for additional production of non-Board-level documents following further proceedings.