Sarah Samaha is an associate in the firm’s litigation and enforcement practice group, where she focuses primarily on stockholder and complex commercial litigation. She represents private equity sponsors, investment funds, public companies, public company directors and officers, and investment banks in representative litigation arising out of all kinds of corporate transactions (both on the buy-side and on the sell-side) and stockholder disputes (including those relating to director and executive compensation, company oversight, and public company disclosures). Sarah’s background as a judicial law clerk in the Delaware Court of Chancery (Honorable Kathaleen St. J. McCormick), together with her years of experience as a litigator at Ropes & Gray, makes her uniquely suited to advise her clients on matters of Delaware law and corporate law more generally.
Experience
- Defended directors and officers of Skillsoft Corp. against fiduciary duty claims in an action in the Delaware Court of Chancery arising from the company’s $525 million acquisition of online education technology platform Codecademy in 2022. Secured complete dismissal of the action and denial of the plaintiff’s motion for reargument.
- Defended Novavax, Inc. and certain of its directors and officers in multiple derivative actions across multiple jurisdictions related to development of a COVID-19 vaccine under Operation Warp Speed. Among other victories, secured complete denial of a derivative plaintiff’s $1.5 million application for attorneys’ fees in the Delaware Court of Chancery and successfully defended the Delaware Court of Chancery’s ruling on appeal in the Delaware Supreme Court.
- Defended Shari Redstone and National Amusements, Inc. in parallel actions in the Delaware Court of Chancery brought by former stockholders of Viacom and former stockholders of CBS challenging the multi-billion dollar merger of Viacom and CBS in 2019. Secured favorable settlements in both actions.
- Defended Agenus Inc. in a derivative action in the Delaware Court of Chancery challenging stock option grants awarded to certain of the company’s directors and officers. Secured voluntary dismissal of the action upon filing a motion to dismiss.
- Represented an affiliate of Bain Capital Real Estate, LP in pursuing claims in the Delaware Court of Chancery against a former manager of a joint venture formed to pursue commercial real estate opportunities. Secured a favorable settlement that effectively achieved complete victory for the client.
- Successfully represented the former CEO of a pharmaceutical company in an advancement action in the Delaware Court of Chancery, securing a very favorable settlement with the company and a negotiated go-forward Fitracks order.
- Presently representing the founders and directors of a special purpose acquisition company (SPAC) in an action in the Delaware Court of Chancery challenging the SPAC’s business combination with an online sports betting and gambling company.
- Presently representing a global private equity firm in multiple actions across multiple jurisdictions arising from the sale of a portfolio company.
- Presently defending a bulge bracket investment bank against aiding and abetting claims in an action in the Delaware Court of Chancery arising from its role as a sell-side financial advisor.
- Presently defending numerous investment funds against aiding and abetting claims in an action in the Delaware Court of Chancery arising from their participation in a private investment in public equity (PIPE) transaction.
- Routinely represents Delaware corporations and alternative entities in connection with demands to inspect corporate books and records pursuant to Section 220 of the Delaware General Corporation Law, operating agreements, limited partnership agreements, and other governance documents.
- Routinely advises private equity sponsors and public companies concerning fiduciary duties, litigation risk management, director and officer insurance issues, and other process concerns in complex transactions.
- Pro Bono: Obtained asylum for a young Middle Eastern woman who was persecuted in her home country on account of her religious beliefs and sexual orientation.