Martin J. Crisp

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Martin focuses his practice on stockholder litigation, and has advised investment bank, private equity, and public company clients in connection with transactional litigations, securities actions, and derivative claims. Martin regularly represents buyers, sellers, and financial advisors in all forms of litigation arising out of corporate transactions, including breach of fiduciary duty suits and post-closing disputes. Martin has represented corporate and individual clients in all aspects of these matters at the trial and appellate levels in state and federal courts throughout the United States, as well as in non-public investigations.

Experience

Representing Goldman Sachs in connection with litigation arising from its role as a financial advisor in connection with multiple public company merger transactions. This includes the successful defense of claims asserted against Goldman Sachs in Kansas State Court in connection with the sale of CEC Entertainment, Inc., the parent company of Chuck E Cheese. After extensive briefing before the Kansas court and a court-appointed special master, the court dismissed the plaintiffs’ claims. The Kansas Court of Appeals affirmed that dismissal in a unanimous, 25-page decision.
Obtained a dismissal with prejudice for Houlihan Lokey Capital, Inc. of a class action lawsuit filed in the Delaware Court of Chancery. The suit challenged the acquisition of Synutra International, Inc. by its controlling stockholder, arguing that the Special Committee of the Synutra Board of Directors that was formed to negotiate that transaction breached its fiduciary duties and that Houlihan Lokey, which served as the Special Committee’s financial advisor, aided and abetted those breaches for a variety of reasons. No appeal was taken as to Houlihan Lokey.
Representing Canada Goose Holdings, Inc., its current CEO and CFO, as well as Bain Capital, in a federal securities action regarding the company’s disclosures concerning inventory and consumer demand.
Representing a group of investment banks, including J.P. Morgan, Goldman Sachs, Morgan Stanley, and China Renaissance Securities, who underwrote the IPO of Jianpu Technology, Inc. (a China-based corporation that provides a platform for consumer lending), in a federal securities class action asserting claims under Section 11 of the Exchange Act filed in the Southern District of New York.
Represent many major private equity funds, including TPG and Bain Capital, as well as their portfolio companies, in a variety of matters, including transactional litigation and enforcement actions.
Representing multiple foreign subsidiaries of Schroders plc in litigations in federal and state courts relating to the Madoff investment fraud.
Representing Akcea Therapeutics and its former CEO in stockholder litigation in the Delaware Court of Chancery challenging a 2018 licensing transaction between Akcea and its controlling stockholder.
Representing a large manufacturer of mobile and manufactured housing in all litigation and regulatory matters arising from a merger transaction and related employee trading matters.
Representing Wright Medical Group N.V. in connection with litigation challenging its $5.4 acquisition by Stryker.
Member of deal and litigation teams that successfully represented Cubist Pharmaceuticals, Inc. in stockholder actions challenging multiple transactions, including Cubist’s $400 million acquisition of Adolor Corporation, its $800 million acquisition of Trius Therapeutics, Inc., its $800 million acquisition of Optimer Pharmaceuticals, Inc., and its $8.4 billion sale to Merck & Company.
Member of deal and litigation team that successfully represented the Special Committee of the Board of Directors of Affiliated Computer Services, Inc. in defense of multiple stockholder actions in Delaware and Texas challenging the $6.4 billion acquisition of ACS by Xerox Corporation.
Member of deal and litigation team that successfully represented TPG Capital in the defense of multiple stockholder actions in Delaware and New York challenging TPG’s $3 billion acquisition of J.Crew.
Member of deal and litigation team that successfully represented TPG Capital in defense of multiple stockholder actions in Delaware and New Jersey challenging TPG’s $2 billion acquisition of Par Pharmaceutical.
Member of deal and litigation team that successfully represented TPG Capital in defense of multiple stockholder actions in state and federal court challenging TPG’s $5 billion acquisition of IMS Health.
Member of deal and litigation teams that successfully represented Bain Capital in defense of multiple stockholder actions challenging Bain’s $1.8 billion acquisition of Gymboree Corp.
Member of deal and litigation teams that successfully represented The Timberland Company and its directors in connection with Timberland’s $2 billion acquisition by VF Corporation.
Represented KIT digital, a multinational video management software and services company, in 10b-5 stock drop litigation and related derivative actions.
Represented a major financial institution in an SEC inquiry concerning the marketing and sale of structured financial products.
Represented Credit Suisse and Deutsche Bank in actions filed in Delaware, New York and Texas alleging breach of contract and business tort claims and seeking over $8 billion in damages.
Represented Vivendi SA in a $5 billion federal securities class action alleging that the company systematically inflated its reported earnings over a two-year period.
Represented Alcoa in connection with fraud and RICO claims asserted by Aluminium Bahrain concerning an alleged conspiracy to orchestrate bribes in Bahrain and overcharge for the raw materials used to make aluminum.
Pro Bono: Represents individual plaintiffs in suits against their traffickers in suits under federal anti-trafficking statutes, and coordinates with anti-trafficking NGOs to provide guidance on U.S. anti-trafficking law.

Credentials

Publications

Noted, “Class Attys Seek Big Payday for $100M Pattern Energy Deal,” Law360 (April 10, 2024)
Quoted, “Walgreens Says Insulin Pen Settlement Has No ‘Heat,’” Law360 (November 20, 2023)
Noted, “CBS-Viacom Derivative Merger Suit Settles for $167.5M in Del.,” Law360 (April 24, 2023)
Quoted, “Finjan Ruling Smooths Shareholders’ Path in Tender Offer Suits,” Bloomberg Law (January 27, 2023)
Co-author, “A Fresh Look at Exclusive Forum Provisions,” Harvard Law School Forum on Corporate Governance and Financial Regulation (May 28, 2019)
Co-author, “Justices Could Trigger Sea Change For Tender Offer Suits,” Law360 (April 19, 2019)
Co-author, “Lorenzo v. SEC: Expanded Scope of Securities Fraud Liability,” Harvard Law School Forum on Corporate Governance and Financial Regulation (April 14, 2019)
Co-author, “Court provides guidance on applicability of transaction price as measure of fair value,” International Law Office Corporate Finance/M&A Newsletter (March 27, 2019)
Co-author, “Oral Argument on Scheme Liability,” Harvard Law School Forum on Corporate Governance and Financial Regulation (January 6, 2019)
Quoted, “Delaware Rundown: What You Missed In Q4,” Law360 (December 20, 2018)
Co-author, “Delaware appraisal decisions,” International Law Office Corporate Finance/M&A Newsletter (December 5, 2018)
Co-author, “Use of 'ticking fee' in Novartis-AveXis transactions,” International Law Office Corporate Finance/M&A Newsletter (November 14, 2018)
Co-author, “Chancery court allows Straight Path stockholders to pursue direct claims against company's former controlling stockholder,” International Law Office Corporate Finance/M&A Newsletter (October 17, 2018)
Co-author, “Delaware courts consider whether minority stockholders are controllers: Oracle and Tesla reviewed,” International Law Office Corporate Finance/M&A Newsletter (October 3, 2018)
Co-author, “Delaware Supreme Court reverses Court of Chancery's Dell appraisal decision,” International Law Office (January 17, 2018)
Co-author, “Three Days in August: Delaware’s Evolving View of the Impact of Stockholder Approval on Post-Closing M&A Litigation,” Insights: The Corporate & Securities Law Advisor (November 2016)
Co-author, “New York Court of Appeals affirms business judgement deference for controlling stockholder transactions,” International Law Office (October 12, 2016)
Quoted, “Delaware Court of Chancery rejects transaction price as best measure of fair value,” International Law Office (September 28, 2016)
Co-author, “Court applies entire fairness standard to commercial arrangement with controlling stockholder,” International Law Office (August 3, 2016)
Co-author, “Consequences of the Decline of Disclosure-Only Settlements,” Insights (July 2016)
Co-author, “Oregon Supreme Court enforces Delaware exclusive forum selection bylaw,” International Law Office (March 23, 2016)
Co-author, “Demise of disclosure-only settlements? Delaware court outlines new regime,” International Law Office (March 9, 2016)
Co-author, “Bad-faith conduct prevented “fairer price” in take private transaction,” International Law Office (January 20, 2016)
Co-author, “Chancery court considers reasonableness of deal protection measures,” International Law Office (May 6, 2015)
Co-author, “Court holds that common interest privilege governs pre-merger communications,” International Law Office's Corporate/M&A Newsletter (April 29, 2015)
Co-author, “Delaware Supreme Court clarifies fiduciary duties in sale context,” International Law Office (April 8, 2015)
Co-author, “Oregon court refuses to enforce Delaware exclusive forum selection bylaw”, International Law Office (January 7, 2015)
Co-author, “Stockholder plaintiffs must allege "extreme" facts to sustain Revlon process claims,” International Law Office’s Corporate/M&A Newsletter (September 3, 2014)
Co-author, “Report shows continued ubiquity of stockholder M&A litigation,” International Law Office (September 2014)
Co-author, “Increased Risk of Post-Closing Damages Litigation on Disclosure Claims,”Insights (June 2014)
Co-author, “Court refuses anti-suit injunction despite forum selection clause,” International Law Office (March 2014)
Co-author, “Privileged pre-closing communications belong to surviving corporation,”International Law Office (March 2014)
Co-author, “Enforcing Exclusive Forum Selection Clauses in Corporate Organizational Documents,” Insights: Corporate & Securities Law Advisor (March 2014)
Co-author, “The Morton's Sale Process and PE Exit Motives,” Insights (October 2013)
Co-author, “Recent Decision Denies Derivative Standing to Creditors of Insolvent LLCs,” Insights (October 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)

Experience

Credentials

Education

Admissions

Publications

Awards

Areas of Practice