A. ZACHARY NAYLOR, an associate in the Wilmington office, Mr. Naylor is a graduate of the Widener University School of Law (J.D., 2003 magna cum laude), the University of Delaware (B.A. in Economics and Political Science, 2000) and Salesianum School. While at Widener, he served as Wolcott Law Clerk to the Honorable Joseph T. Walsh of the Supreme Court of Delaware. He was also a Managing Editor of the Delaware Journal of Corporate Law, meriting the Russell R. Levin Memorial Award for outstanding service and dedication to that publication. Mr. Naylor is admitted to practice before the Supreme Court of Delaware, the United States District Court for the District of Delaware and the United States Court of Appeals for the Third Circuit.
Together with the Firm’s Partners, Mr. Naylor has assisted in the prosecution of numerous shareholder and unitholder class and derivative actions including:
In re Freeport McMoRan Sulphur Inc. Shareholder Litigation, C.A. No. 16729-NC (Del. Ch.) This Action challenged the fairness of the terms and process of a 1998 merger between Freeport-McMoRan Sulphur Inc. and McMoRan Oil & Gas, Co. See e.g. 2005 Del. Ch. LEXIS 96 (Del. Ch. June 30, 2005) and 2005 Del. Ch. LEXIS 7 (Del. Ch. Jan. 26, 2005). A settlement providing for a $17.5 million fund for the Class was approved by the Court of Chancery on April 20, 2006.
IG Holdings, Inc. et.al. v. Hallwood Realty, LLC, C.A. No. 20283-NC (Del. Ch.) This Action challenged the response of a Partnership’s general partner to a tender offer and the eventual allocation of merger consideration between the general partner and limited partners. Ultimately, as a result of the litigation, the limited partners received a premium price for their units, protected by a minimum “floor” price.
Saito, et.al. v. McCall, et.al., C.A. No. 17132-NC (Del. Ch.) This Action involved derivative litigation on behalf of McKesson HBOC arising from alleged oversight violations by certain board members. The Court approved a settlement including a $30 million fund for the Company’s behalf, mechanisms to protect the independent prosecution of certain realigned claims, and other corporate governance benefits. The settlement represents a historically large achievement for cases of this type and was characterized by the Court of Chancery as “strikingly good” particularly in light of the “onerous path” presented by Delaware law for derivative Plaintiffs.
In re Chiron Shareholder Deal Litigation, Consol. Case No. RG05-230567 (Cal). & In re Chiron Corporation Shareholder Litigation, C.A. No. 1602-N (Del. Ch.) These Actions sought to enjoin the proposed acquisition of shares of Chiron Corporation not already held by its 42% stockholder, Novartis AG. The Actions also sought to invalidate certain contractual provisions that effectively prevented Chiron’s board members from effectively discharging their unremitting fiduciary duties in accordance with Delaware law. Following briefing on a motion for preliminary injunction, a settlement was reached pursuant to which Novartis increased the offered merger consideration by $330 million.
Sample v. Morgan, et. al., C.A. No. 1214-VCS (Del. Ch.) Mr. Naylor represents a Delaware corporation and its shareholders in this class and derivative action, which alleges, among other things, that members of the board of directors of Randall Bearings, Inc. breached their fiduciary duties to the company and its stockholders and committed corporate waste. In an opinion dated January 23, 2007, the Delaware Court of Chancery upheld all claims against the directors. Sample v. Morgan, 914 A.2d 647 (Del. Ch. 2007). In a subsequent opinion, the Court denied a motion to dismiss for lack of jurisdiction aiding and abetting claims against the directors’ and company’s lawyer and his law firm. Sample v. Morgan, 2007 Del. Ch. LEXIS 166 (Nov. 27, 2007).
In re Genetech, Inc. Shareholder Litigation, C.A. No. 3911-VCS (Del. Ch.) In this action, Plaintiffs, represented by Chimicles & Tikellis LLP, sought to enjoin an attempt by Roche, Genentech’s 56% stockholder, from acquiring the remaining shares by hostile tender offer for $86.50 per share. During the course of Plaintiffs’ challenge to the tender offer, Roche increased its offer to $95 per share, leading to a settlement of the action. The Court of Chancery approved the settlement on July 9, 2009.
In re Tricor Indirect Purchaser Antitrust Litigation, C.A. NO. 05-360-SLR (D. Del.). Mr. Naylor was liaison counsel in Delaware for a class of third party payers for and consumers of Tricor. The litigation resulted in the creation of a fund of $65.7 million for indirect purchasers of phenofibrate products during the class period.
