Peter L. Welsh
Peter is co-head of the firm’s corporate and shareholder litigation practice, where he focuses his practice on the areas of transactional and securities litigation as well as government enforcement, corporate governance, and director and officer representations. Highly experienced at guiding public companies, directors and officers and investment management firms (including private equity, hedge and venture capital funds as well as university endowments) through high stakes litigation and complex corporate governance and transactional matters, Peter regularly represents such clients in all manners of litigation, pre-litigation, and regulatory matters.
Peter is an experienced advocate who has litigated several contested merger transactions, including strategic, financial, and going-private transactions. In addition, he frequently handles complex securities and corporate litigation matters, including representation of the directors and officers of 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 is also the head of a litigation risk management practice within the firm that is the leading global practice at structuring customized, complex insurance solutions for much of the private equity industry, where he also regularly advises hedge fund and mutual fund clients on indemnification and general partner liability insurance matters.
- Elliott Management Corp.: Lead trial counsel representing Elliott and several affiliated investment funds in expedited bankruptcy litigations that center on Energy Future Holdings’ multiple attempts to sell their interest in Oncor, a regulated utility company in Texas, and emerge from long-running Chapter 11 bankruptcy. Secured extremely favorable decisions in connection with two contested transactions, which ultimately paved the way for a topping bid that provided creditors with significantly higher recoveries.
- Public Life Sciences Company: Lead counsel for publicly traded life sciences company in defense of breach of contract claim and other claims by an alleged broker claiming an oral agreement with the public company allegedly to receive 10% of the company’s equity value. Successfully obtained complete dismissal with prejudice of all of plaintiff’s claims following briefing and argument on defendants’ motion to dismiss on the pleadings.
- LINN Energy, LLC: Trial counsel for the Official Committee of Unsecured Creditors of LINN Energy, LLC, an independent oil and natural gas production company, in contested and expedited trial proceedings in Chapter 11 case in the Southern District of Texas.
- EZCORP, Inc.: Secured complete dismissal of three former independent outside directors of EZCORP, Inc. in a derivative action alleging that they breached their fiduciary duties by entering into contracts with a consulting firm owned by the company’s controlling shareholder. One of the first cases to be argued following the decision by the Delaware Supreme Court in the seminal case In re Cornerstone Therapeutics Inc. regarding the pleading requirements for non-exculpated breaches of fiduciary duty.
- 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.
- Demoulas Supermarkets: Part of the litigation team that represented a special committee of Demoulas Supermarkets' Board of Directors (owners and operators of supermarket chain Market Basket). Helped guide the committee through a highly complex and contested transaction valued at $2 billion, which received widespread and long-standing national media attention. As part of this effort, represented the chairman of the board against a motion for preliminary injunction challenging his independence and seeking to enjoin a $300 million dividend by the Board. Successfully opposed preliminary injunction motion and moved to dismiss the complaint, ultimately allowing Ropes & Gray’s client to continue serving as chairman of the board.
- OTK Associates, LLC: Lead trial counsel 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.
- Public Company Appraisal Litigation: Have represented several public companies in appraisal claims and litigation in the Delaware Court of Chancery arising out of public M&A transactions.
- 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 90% 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. Structured novel post-closing settlement involving earn-out to test plaintiff’s Revlon allegations.
- 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.
- 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.
- 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.
- Co-author, “The Antisocial Effects of Social Media and How Colleges and Universities Can Manage Related Litigation Risks,” Pittsburgh Journal of Technology Law & Policy (December 2017)
- Co-author, “Management Projections in Delaware Appraisal Litigation: Anecdotal Evidence,” Insights: The Corporate & Securities Law Advisor (October 2017)
- Co-author, “Interested directors may not extinguish breach of fiduciary duty claims through merger,” International Law Office Corporate Finance/M&A Newsletter (June 7, 2017)
- Co-Author, “Doling Out Personal Liability: Delaware Court of Chancery Awards $148 Million in Damages for Fraud in Management-Led Buyout,” Insights: The Corporate & Securities Law Advisor (October 1, 2015)
- Co-author, “Damages for breach of contractual obligation to negotiate in good faith,” International Law Office (June 17, 2015)
- Co-author, “Delaware Court of Chancery strikes down claims provisions in private merger,” International Law Office (April 22, 2015)
- Co-author, “Court rules on failure to include management presentations in proxy statement,” International Law Office’s Corporate/M&A Newsletter (December 17, 2014)
- Co-author, “Delaware Supreme Court upholds a one-way fee-shifting bylaw,” Financier Worldwide (October 2014)
- Co-author, “Indemnification and Advancement Where Multiple Sources Available,” Insights (September 2014)
- Co-author, “Increased Risk of Post-Closing Damages Litigation on Disclosure Claims,”Insights (June 30, 2014)
- Co-author, “Fairness claim involving management rollover in private equity buy-out proceeds,” International Law Office (June 11, 2014)
- Co-author, “Court relies on deal price to assess fair value in appraisal action,” International Law Office (April 2, 2014)
- Co-author, “Court refuses anti-suit injunction despite forum selection clause,” International Law Office (March 26, 2014)
- Co-author, “Retail rivals launch competing merger proposals and defensive manoeuvres,” International Law Office (March 12, 2014)
- Co-author, “Privileged pre-closing communications belong to surviving corporation,” International Law Office (March 5, 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)
- Co-author, “’Controlling’ Stockholder Liability,” Insights (October 2013)
- Co-author, “M&A Litigation Goes Global,”Insights (May 2013)
- Co-author, “Default Fiduciary Duties in the Delaware Alternative Entity Context: A Potential Legislative Solution,” Bloomberg BNA’s Corporate Accountability Report (April 26, 2013)
- Co-author, “The "Liquidity Conflict" and Duty of Loyalty Under Delaware Law," Insights (November 2012)
- Co-author, “Three Scandals, Three Key Dodd-Frank Developments,” Law360 (August 2012)
- Co-author, “Litigation Risks Remain for Private Equity Sponsors Even After Janus,” Insights (November 2011)
- Co-author, “Are You Ready for the New CFTC Enforcement Regime?,” BNA (December 2011)
- Co-author, “Recent Decision Denies Derivative Standing to Creditors of Insolvent LLCs,” Insights (October 2011)
- Co-author, “Crossing the T’s in Top-Up Options,”Insights (April 2011)
- Co-author, “Recent Decision Provides Guidance on the Enforceability of Exclusive Forum Selection Clauses,” Insights (February 2011)
- Co-author, “Short Form Appraisal Notices Get Renewed Scrutiny,”Insights (October 2010)
- Co-author, “A “Unified” Approach to Controlling Shareholder Transactions,” Insights (August 2010)
- Co-author, “The Delaware Supreme Court Restores Equilibrium: Independent Directors Not Liable in Ryan v. Lyondell Corp.,” Insights (April 2009)
- Co-author, “Managing Parallel Proceedings,”National Law Journal (April 2009)
- Co-author, “Advancement and Indemnification Update: Sodona v. American Stock Exchange,”Insights (September 2008)
- Co-author, “Delaware Reinforces the Limits on Indemnification Claims," Insights (August 2008)
- Co-author, “Big Boy Letters in the Spotlight," Insights (June 2007)
- “The Delaware Supreme Court Clarifies Directors' Duties in Disney," Professional Liability Litigation Alert (ABA) (Winter 2007)
- “Bye, Bye 'Triad' (Stone v. Ritter),” Professional Liability Litigation Alert (ABA) (Winter 2007)
- “Courts Deny Plaintiffs’ Lawyers a Role In Enforcing Sarbanes-Oxley Section 304,”Securities Litigation & Regulation (March 2006)
- Co-author, “The Business Judgment Rule Under Siege: Tower Air, IT Group, and Notice Pleading in Federal Court,” Insights (March 2006)
- Co-author, “Disney Directors Not Liable, But Questions Remain,” Insights (September 2005)
- Co-author, “Institutional Buyer Beware: Recent Decisions Reinforce Narrow Range of Remedies Available to QIBs in Rule 144A Offerings,” Securities Regulation & Law Report (September 2004)
- Co-author, “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)
- “Analyst Conflicts, Efficient Markets and 'Failure to Supervise' Liability,” Washington Legal Foundation: Legal Backgrounder (October 2003)
- Co-author, “Lessons from Recent Decisions Concerning D&O Policy Proceeds and Estate Property in Bankruptcy,”Professional Liability Litigation Alert (ABA) (Summer 2003)
- Co-author, “Department of Justice's Guidelines for the Prosecution of Business Organizations and Related Issues.” Boston Bar Association (June 2003)
- “Sarbanes-Oxley and the Cost of Criminalization,” Securities Litigation & Regulation Report (February 2003)
- Speaker, National Association of College and University Attorneys 2016 Annual Conference (June 2016)
- Presenter, “Rep and Warranties Insurance – Future or Fad?” Ropes & Gray Webinar (November 2014)
- Participant, “Options for Directors in M&A Litigation,” Corporate Disputes Roundtable Q&A (February 2014)
- Panelist, “Navigating the Dodd-Frank Minefield,” New York Law Journal Panel (June 2012)
- Presenter, “What Private Equity Sponsors Need to Know About D&O Insurance,” Ropes & Gray Webinar (May 2012)
- Panelist, “Issues in Risk Management for Hedge Fund Management Companies: Insurance and Social Media,” Ropes & Gray Panel Discussion (October 2011)
- 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)