Peter L. Welsh
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.
- 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.
- 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)
- 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)