Peter L. Welsh

Partner

  • JD, cum laude, The University of Chicago Law School, 1999
  • MA, Boston College, 1996
  • AB, The University of Chicago, 1991

Qualifications

  • Massachusetts, 1999

Court Admissions

  • U.S. District Court for the District of Massachusetts
  • U.S. District Court for the District of Colorado
  • Chairman, Directors and Officers Liability Litigation Committee of the American Bar Association 
  • Member, ABA Business Law Section’s Task Force on Director and Officer Liability and Indemnification
  • Chairman, Directors and Officers Liability Litigation Committee of the American Bar Association
  • Member, ABA Business Law Section’s Task Force on Director and Officer Liability and Indemnification

Peter L. Welsh

Partner

Peter focuses his practice on the areas of transactional and securities litigation as well as government enforcement, corporate governance, and director and officer representations. Known for guiding directors and officers as well as buyout, hedge, and venture capital firms through difficult situations, Peter regularly represents such clients in litigation, pre-litigation, and regulatory investigations. 

An experienced litigator, Peter has litigated contested merger transactions, including strategic, financial, and going private transactions, complex securities and corporate litigation matters, including the representation of the directors and officers of several public companies in securities class actions and breach of fiduciary duty actions. Peter has also handled a range of regulatory investigations, including investigations by the Securities and Exchange Commission, Department of Justice, and a number of state governments. 

A trusted counselor, Peter advises boards of directors and board committees on mergers and acquisitions and other strategic alternatives, as well as related-party transactions, internal investigations, and litigation. Peter also regularly advises private equity, hedge fund, and mutual fund clients on indemnification and general partner liability insurance matters.

Experience

  • Special Committee of Cole Credit Property Trust II (“CCPT II”): Part of deal and litigation team which advised the special committee of CCPT II in $7.1 billion merger with Spirit Realty Capital, creating the second largest publically traded triple-net-lease REIT in the United States. 
  • TPG Capital, L.P. (Par Pharmaceutical Companies, Inc.): Secured a favorable disclosure-only settlement in Delaware in shareholder litigations challenging TPG’s $2 billion acquisition of Par Pharmaceutical Companies; New Jersey actions remain pending.
  • OTK Associates, LLC: Part of litigation team representing OTK Associates, LLC in shareholder litigation against Morgans Hotel Group before the Delaware Court of Chancery. Successfully secured an injunction for our client, a significant shareholder of Morgans, requiring the Company to reinstate a record date and annual meeting date and prohibiting the Company from moving forward with a strategic transaction until approved pursuant to a proper process.
  • J.Crew: Part of a deal and trial team that successfully represented private equity buyer in shareholder litigation in Delaware and New York arising out of the $3.1 billion acquisition of J.Crew Group, Inc. by a consortium of private equity funds.
  • Lehman Brothers: Represented several financial institutions in litigation, mediation and contested negotiations in the Lehman Brothers bankruptcy proceedings, including swap collateral disputes and other complex matters.
  • Special Committee of Affiliated Computer Services: Part of deal and trial team that successfully represented the Special Committee of Affiliated Computer Services in the $6 billion acquisition of ACS by Xerox Corporation. Successfully represented Special Committee in numerous shareholder actions in Delaware and Texas.
  • Major University Endowments: Lead litigation counsel in litigation in California and Delaware involving a real estate joint venture and a real estate project recapitalization. Orchestrated a litigation strategy across multiple jurisdictions that achieved a very favorable settlement for our client.
  • Large international investment company: Successfully represented a large international investment company in shareholder litigation arising out of the bankruptcy of one of its portfolio companies within weeks of making a $10 million investment. Recovered 87.5% of the investment in the portfolio company.
  • BioForm Medical: Successfully represented BioForm in shareholder litigation in California arising out of the acquisition of BioForm by Merz, GMBH. Successfully opposed a motion for preliminary injunction and merger closed.
  • Keurig Green Mountain: Successfully represented Keurig Green Mountain in shareholder litigation arising out of the acquisition of Diedrich Coffee. Succeeded in opposing plaintiffs’ motion for expedited discovery allowing transaction to close on schedule.
  • M&A Advice: Advise numerous private equity sponsors and public and private companies concerning fiduciary duties and transaction process in financial and strategic transactions.
  • Director and Officer and General Partnership Liability Insurance Advice: Part of nationally-recognized practice advising dozens of private equity sponsors, hedge fund and mutual fund complexes, and public and private companies on their professional liability and transactional risk insurance coverage and contractual indemnification protections.
  • Genzyme Corporation: Represented Genzyme before the First Circuit involving a coverage dispute with its directors and officers liability insurer, Federal Insurance Company. In the action, Genzyme sought to recover the amount of a shareholder class action settlement arising from the cancellation of the company’s tracking stock in a share exchange. The district court initially dismissed the action, but the First Circuit reversed the dismissal of Genzyme’s complaint against Federal and remanded the action to the district court for an award of damages in Genzyme’s favor.

Awards

  • Financial Times “U.S. Innovative Lawyer" (2012)
  • Massachusetts Super Lawyers - Rising Stars (2005-2009)

Insights

Publications

  • Co-author, "Increased Risk of Post-Closing Damages Litigation on Disclosure Claims," Insights (June 30, 2014)
  • Co-author, “Enforcing Exclusive Forum Selection Clauses in Corporate Organizational Documents,” Insights: Corporate & Securities Law Advisor (March 2014)
  • Co-author, “Delaware Clamps Down on Disclosure-Based M&A Litigation,” Insights: The Corporate & Securities Law Advisor (January 2014)
  • Co-author, “Options for Directors in M&A Litigation,” Corporate Disputes (January-March 2014)
  • Christopher G. Green, Peter L. Welsh,  and Martin J. Crisp, “’Controlling’ Stockholder Liability,” Insights (October 2013)
  • Peter L. Welsh, Paul W. Boltz, Scott A. Jalowayski and Kim B. Nemirow, "M&A Litigation Goes Global," Insights (May 2013)
  • Peter L. Welsh and Aliza Goren, “Default Fiduciary Duties in the Delaware Alternative Entity Context: A Potential Legislative Solution,” Bloomberg BNA’s Corporate Accountability Report (April 26, 2013)
  • Peter L. Welsh, C. Thomas Brown and Jacob M. Heller, "The "Liquidity Conflict" and Duty of Loyalty Under Delaware Law," Insights (November 2012)
  • Peter L. Welsh, Steven S. Goldschmidt and Matthew L. McGinnis “Three Scandals, Three Key Dodd-Frank Developments,” Law360 (August 2012)
  • Julie H. Jones and Peter L. Welsh, “Litigation Risks Remain for Private Equity Sponsors Even After Janus,” Insights (November 2011)
  • Peter L. Welsh, Steven S. Goldschmidt, and Matthew L. McGinnis, “Are You Ready for the New CFTC Enforcement Regime?,” BNA (December 2011)
  • Peter L. Welsh and Martin J. Crisp, “Recent Decision Denies Derivative Standing to Creditors of Insolvent LLCs,” Insights (October 2011)
  • Peter L. Welsh, Keith F. Higgins, and Paul M. Kinsella, "Crossing the T’s in Top-Up Options," Insights (April 2011)
  • Peter L. Welsh and Martin J. Crisp, “Recent Decision Provides Guidance on the Enforceability of Exclusive Forum Selection Clauses,” Insights (February 2011)
  • Peter L. Welsh and Martin J. Crisp, "Short Form Appraisal Notices Get Renewed Scrutiny," Insights (October 2010)
  • Peter L. Welsh and Christine A. Rodriguez, “A “Unified” Approach to Controlling Shareholder Transactions,” Insights (August 2010)
  • Randall W. Bodner, Christopher G. Green and Peter L. Welsh, “The Delaware Supreme Court Restores Equilibrium: Independent Directors Not Liable in Ryan v. Lyondell Corp.,” Insights (April 2009)
  • Christopher G. Green, Peter L. Welsh and Andrew G. Devore, "Managing Parallel Proceedings," National Law Journal (April 2009)
  • Randall W. Bodner and Peter L. Welsh, "Advancement and Indemnification Update: Sodona v. American Stock Exchange," Insights (September 2008)
  • Randall W. Bodner and Peter L. Welsh, "Delaware Reinforces the Limits on Indemnification Claims," Insights (August 2008)
  • Randall W. Bodner, Christopher G. Green and Peter L. Welsh, "Big Boy Letters in the Spotlight," Insights (June 2007)
  • Peter L. Welsh, "The Delaware Supreme Court Clarifies Directors' Duties in Disney," Professional Liability Litigation Alert (ABA) (Winter 2007)
  • Peter L. Welsh, "Bye, Bye 'Triad' (Stone v. Ritter)," Professional Liability Litigation Alert (ABA) (Winter 2007)
  • Peter L. Welsh, "Courts Deny Plaintiffs’ Lawyers a Role In Enforcing Sarbanes-Oxley Section 304," Securities Litigation & Regulation (March 2006)
  • Randall W. Bodner and Peter L. Welsh, "The Business Judgment Rule Under Siege: Tower Air, IT Group, and Notice Pleading in Federal Court," Insights (March 2006)
  • Randall W. Bodner and Peter L. Welsh, "Disney Directors Not Liable, But Questions Remain," Insights (September 2005)
  • Randall W. Bodner and Peter L. Welsh, "Institutional Buyer Beware: Recent Decisions Reinforce Narrow Range of Remedies Available to QIBs in Rule 144A Offerings," Securities Regulation & Law Report (September 2004)
  • Randall W. Bodner and Peter L. Welsh, "Recent Decisions Explore Limitations on D&O Coverage and Coverage Defense," Professional Liability Litigation Alert (ABA) (Summer 2004)
  • Brien T. O'Connor and Peter L. Welsh, "Mixed Messages from Justice: The Ashcroft Memo and Corporate Criminal Exposure," Business Crimes Bulletin (March 2004)
  • Peter L. Welsh, "Analyst Conflicts, Efficient Markets and 'Failure to Supervise' Liability," Washington Legal Foundation: Legal Backgrounder (October 2003)
  • Randall W. Bodner and Peter L. Welsh, "Lessons from Recent Decisions Concerning D&O Policy Proceeds and Estate Property in Bankruptcy," Professional Liability Litigation Alert (ABA) (Summer 2003)
  • Joan McPhee and Peter L. Welsh, "Department of Justice's Guidelines for the Prosecution of Business Organizations and Related Issues." Boston Bar Association (June 2003)
  • Peter L. Welsh, "Sarbanes-Oxley and the Cost of Criminalization," Securities Litigation & Regulation Report (February 2003)

Presentations

  • Moderator, “Current CFTC Enforcement Issues – A Discussion with CFTC Director of Enforcement David Meister,” Washington D.C. Bar, Washington, D.C. (July 2011)
  • Panelist, “Corporate Developments Arising Out of the Financial Crisis,” Northwestern Law’s 48th Annual Corporate Counsel Institute, Chicago (October 2009)
  • Co-Chair, “Shareholder Liability: Piercing the Corporate Veil and Beyond,” Massachusetts Continuing Legal Education, (May 2009)
  • Panelist, “Hedge Funds and the Credit Crisis: Pricing, Modeling and Valuation Impacts,” Joint Ropes & Gray and Deloitte Client Conference, New York (April 2008)