Bob Myers represents corporations and their officers and directors in litigation associated with mergers, acquisitions and contests for corporate control. He has counseled and represented numerous boards of directors in connection with corporate transactions, derivative and class actions and a board's oversight responsibilities. He was a litigation partner at Dewey Ballantine LLP for over 35 years where at various times he was co-head of that firm's mergers and acquisitions department and litigation department.
Represented Martin Marietta Corporation in its "pac man" defense of a hostile takeover attempt by The Bendix Corporation. Martin Marietta Corporation v. The Bendix Corporation, No. 82-1811 (4th Cir. 1982).
Represented the Chase Manhattan Bank, N.A., as indenture trustee, in an action to determine whether Sharon Steel Corp. had purchased all or substantially all of the assets of UV Industries, Inc. and could therefore assume UV's public debt for which Chase was trustee. The district court, after a three week jury trial, entered a directed verdict for Chase. That decision was affirmed by the Court of Appeals for the Second Circuit. Sharon Steel Corp. v. The Chase Manhattan Bank, N.A., 691 F.2d 1039 (2d Cir. 1982), cert denied 460 U.S. 1012 (1983).
Represented Omnicare, Inc. in an action against NCS Healthcare, Inc. and its board of directors to set aside NCS's merger agreement with Genesis Healthcare, Inc.. In a rare 4-3 decision, the Delaware Supreme Court invalidated the merger agreement and issued new guidelines regarding the extent to which directors can agree to deal protection measures to "lock up" a merger transaction. Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914 (Del. 2003).
Represented Zimmer Holdings, Inc., a Delaware corporation, in a successful hostile tender offer for Centerpulse A. G., a Swiss corporation. The offer was subject to the Federal Act on Stock Exchanges and Securities Trading of Switzerland and US tender offer rules.
Represented the board of directors of Rockwell International Corporation in an action accusing board members of breaching their fiduciary duty of oversight by failing to prevent violations of law which led to an explosion which killed two scientists. After a lengthy trial, the directors were found not liable. Lewis v. Beall, Case No. 757 530 (Sup. Ct. Orange Cty 2001).
Represented Robert Louis Dreyfus in an SEC enforcement action alleging that Mr. Louis Dreyfus, the former Chairman of Adidas and IMS Health, engaged in insider trading in the securities of IMS. SEC v. Robert L. M. Louis Dreyfus, 91 Civ. 1071 (S.D.N.Y. 1991).
Clifford Chance
