Peter L. Welsh
Peter is global co-chair of the firm’s corporate and securities 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. He is also co-head of the firm’s private equity industry group, and is highly experienced at guiding investment management firms (including private equity, hedge and venture capital funds and university endowments), as well as public companies and their directors and officers, 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.
- Tesaro, Inc.: Secured complete dismissal of a class action complaint filed in the Delaware Court of Chancery challenging the $5.1 billion acquisition of Tesaro, Inc. by GlaxoSmithKline, plc. The Court rejected each of the plaintiff’s alleged disclosure claims and held that the plaintiff had failed to plead that the stockholders’ decision to tender their shares was not fully informed. As a result, the Court concluded that under Corwin the business judgment rule applied and compelled dismissal. Successfully defended the Court of Chancery’s dismissal before the Delaware Supreme Court, obtaining a unanimous affirmance from the Supreme Court en banc.
- Advent International Corp.: Represented Advent in one of the first cases in the COVID-19 era to test how “material adverse effect” clauses in merger agreements apply in the context of the pandemic. Following execution of a merger agreement by which Advent would acquire Forescout for nearly $2 billion, Forescout’s financial performance declined dramatically and the company appeared to deviate from its ordinary course of business. Advent notified Forescout that it would not close the merger, and Forescout then sued in the Delaware Court of Chancery, seeking an order forcing Advent to consummate the transaction. Following highly expedited fact and expert discovery—including over 40 depositions in three weeks—the case settled the week before trial, with Forescout agreeing to a lower transaction price.
- National Amusements: Trial counsel defending Shari Redstone and National Amusements, Inc. against 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. Plaintiffs claim that the merger was unfair to the stockholders of each respective company, and that defendants allegedly breached their fiduciary duties to both companies in connection with the merger.
- Immunomedics, Inc.: Successfully represented former independent directors of Immunomedics, first in highly-expedited and high-profile trial litigation and then in post-transaction damages litigation, resulting in a favorable settlement for our client. A major Immunomedics shareholder filed suit in the Delaware Court of Chancery alleging that the members of the Immunomedics Board breached their fiduciary duties and sought to entrench themselves by approving a license transaction. We reached a favorable settlement of all claims against our clients.
- Akebia Therapeutics, Inc.: Secured complete dismissal by the District of Delaware of litigation arising from a $1.3 billion dollar merger, by which Akebia acquired Keryx Biopharmaceuticals, Inc, and successfully defended the District Court’s dismissal before the Third Circuit, obtaining a unanimous affirmance. The case involved former shareholders of Keryx filing multiple putative class actions against Keryx and its former directors alleging that the registration statement filed in connection with the merger contained allegedly false and misleading statements or failed to disclose certain allegedly material information in violation of Section 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 14a-9 promulgated thereunder.
- Bain Capital Real Estate, LP: Represented an affiliate of BCRE in pursuing claims against a former manager (“REDCO”) of a joint venture formed to pursue commercial real estate opportunities. We developed a comprehensive strategy for BCRE to address REDCO’s misconduct, including removing REDCO as manager and then seeking injunctive relief in the Delaware Court of Chancery to prevent REDCO from continuing to unlawfully compete. The case presented untested issues about choice-of-law and forum provisions, particularly involving restrictive covenants outside of the employment setting, with dueling arguments under Delaware and California law. Reached a very favorable settlement effectively achieving complete victory for the client.
- Elliott Management Corp.: 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.
- LPL Financial Holdings: Secured complete dismissal of a putative securities class-action lawsuit filed in the Southern District of California on behalf of LPL, its former CEO and its current CFO. Plaintiffs filed suit in response to a drop in the company’s stock price, alleging that LPL made false statements and failed to disclose adverse information to artificially inflate its stock price for a share repurchase program.
- Sterling Partners LLC: Secured the dismissal of federal class action lawsuits related to the closure of a subsidiary of one its portfolio companies. The lawsuit alleged that Sterling Partners and two of Sterling Partners’ Funds violated Illinois and North Carolina statutory and common law arising out of the closure of several for-profit schools of law. Plaintiffs asked the court to pierce the corporate veil against Sterling Partners and the two Funds and hold them liable for damages allegedly arising out of the closure of the schools.Courts in Illinois and North Carolina dismissed several lawsuits against Sterling and its funds.
- 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.
- Medivation: Represented the Pfizer subsidiary in a Delaware appraisal case with approximately $360 million in shares seeking appraisal arising out of Pfizer’s acquisition of Medivation for $14 billion. Settled the case on very favorable terms.
- Pfizer, Inc.: Represented Pfizer in connection with shareholder litigation challenging its $17 billion acquisition of Hospira. The parties ultimately agreed to dismiss the action with prejudice in connection with a settlement.
- 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.
- 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.
- Noted, “CBS-Viacom Derivative Merger Suit Settles for $167.5M in Del.,” Law360 (April 24, 2023)
- Quoted, “Derivative Suits, MAE Issues Top 2021 M&A Cases In Delaware,” Law360 (January 3, 2022)
- Co-author, “Delaware Court Rules that Oracle’s Special Litigation Committee Must Turn Over Privileged Documents to Shareholder Plaintiff,” The Corporate Governance Advisor (March/April 2020)
- Quoted, “CFOs Could Look to Change Disclosure Practices Following Volkswagen Scandal,” The Wall Street Journal (October 3, 2019)
- Co-author, “A Fresh Look at Exclusive Forum Provisions,” Insights: The Corporate & Securities Law Advisor (June 2019)
- Co-author, “A Fresh Look at Exclusive Forum Provisions,” Harvard Law School Forum on Corporate Governance and Financial Regulation (May 28, 2019)
- Quoted, “Massachusetts Powerhouse: Ropes & Gray,” Law360 (August 31, 2018)
- Co-author, “Supreme Court Rules on Securities Act Class Actions,” Insights: The Corporate & Securities Law Advisor (April 2018)
- Co-author, “Management Optimism Versus Market Skepticism in Delaware Appraisal Litigation: A Dell Case Study,” Insights: The Corporate & Securities Law Advisor (February 2018)
- Co-author, “Delaware Supreme Court reverses Court of Chancery's Dell appraisal decision,” International Law Office (January 17, 2018)
- 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)
- JD, cum laude, The University of Chicago Law School, 1999
- MA, Boston College, 1996
- AB, The University of Chicago, 1991
Admissions / Qualifications
- New York, 2015
- Massachusetts, 1999
- U.S. Court of Appeals for the First Circuit
- U.S. Court of Appeals for the Second Circuit
- U.S. Court of Appeals for the Third Circuit
- U.S. District Court for the District of Massachusetts
- The Best Lawyers in America (2021-2023)
- Chambers USA: America's Leading Lawyers for Business (2015-2022)
- Legal 500 (2017-2018, 2020)
- Lawdragon 500 Leading Litigators in America (2022)
- Boston Magazine “Top Lawyers” (2021)
- Financial Times “U.S. Innovative Lawyer” (2012)
- Massachusetts Super Lawyers (2014-2021)
- Massachusetts Super Lawyers Rising Star (2005-2009)