Proskauer

Representative Matters

Anti-corruption

• Representation of world-leading aerospace and defense company in connection with anticorruption reviews and related investigations
• Appointed first-ever external anti-corruption compliance monitor jointly appointed by the DOJ, SEC and the UK Serious Fraud Office (with advice and approval of the US Office of Foreign Assets Control) for a multinational specialty chemical manufacturer
• Appointed independent anti-corruption compliance monitor by the United Nations for a France-based inspection services company following debarment by the United Nations
• Serves as the independent compliance monitor for a Chinese state-owned construction enterprise in connection with a debarment and sanction by the World Bank
• Representation of a multinational “supermajor” oil and gas company in connection with a worldwide risk assessment and compliance audit, in coordination with a compliance monitor, and thereafter
• Representation of a CAC 40 French multinational oil field services company in connection with a worldwide review of activities and coordination with their compliance monitor and thereafter
• Conducted an anti-corruption internal investigation for an oil field service company with worldwide operations, with investigative focus on Algeria and implementation of an enhanced worldwide compliance program
• Successful representation of a NYSE-traded company in connection with an FCPA inquiry related to business in Nigeria and other parts of West Africa, including in connection with an SEC, DOJ and US Senate inquiry

Investigations and Governance

• Representation of Special Committee of the Board of Directors’ Xponential Fitness in a wide-ranging internal investigation
• Successful representation of outside directors ProPetro Holding Corp. in evaluating key strategic issues, enhancement of internal controls, and relationship with auditors and other key stakeholders.
• Representation of one of the largest e-sports franchises in the world in an internal investigation and related matters
• Successful representation of outside directors of Hanover Compressor Co. in evaluating strategic alternatives, consideration of liability issues, matters related to D&O insurance, engagement with auditors and other key stakeholders
• Successful engagement by senior executive team of industry leading document retention company in internal review with potentially sweeping consequences, including evaluation of key controls and negotiations with critical stakeholders

Class and Derivative Actions

• Successful representation of outside directors of ProPetro Holding Corp. in evaluating key strategic issues, enhancement of internal controls, and relationship with auditors and other key stakeholders.
• Successful representation of former Chief Operating Officer of CBS Corporation in high-profile dispute and resulting litigation regarding defensive measures to proposed merger
• Successful representation of Alstom SA in a federal securities class action relating to an NYSE-issued American depositary receipt, and ordinary securities stemming from alleged financial misstatements and omissions. Successful motions to dismiss on numerous grounds leading to limitations regarding subject matter jurisdiction and dismissal of numerous claims and parties. Ultimate resolution involved payment of only $6.75 million to class (despite initial potential damages of $4 billion) with no attorneys’ fees paid to plaintiff’s counsel and reimbursement of only one-half of their out-of-pocket costs.
• Successful representation of the outside directors of Dynegy Inc. in a consolidated federal securities class action, and state and federal shareholder derivative actions, stemming from the company’s restatements of selected transactions; obtained dismissal with prejudice on behalf of three directors in a federal securities class action

M&A Litigation

• Successful and continuing representation of Pioneer Natural Resources in connection with its $60+ billion acquisition to Exxon, which closed May 2024. Achieved successful defense against action to challenge shareholder vote in Texas State Court, addressed indemnity and insurance issues, and managed litigation and demands related to Delaware law
• Successful representation of Pioneer Natural Resources in connection with the company’s acquisition of Parsley Energy Inc., including through trial in a Delaware Section 220 books and records litigation
• Successful representation of the board committee of Educate Inc. in merger-related litigation

SEC and Broker-Dealer Enforcement

• Successful representation of ProPetro Holding Corp. in resolving enforcement proceedings by the SEC commission with resolution carrying no fine, continuing obligations, or findings of fraud in federal securities class action and derivative litigations in the Western District of Texas
• Successful representation of Wipro in resolution of SEC enforcement proceedings with no findings of fraud
• Successful representation of National Beverage Corp. in resolution of SEC enforcement proceedings with no findings of fraud
• Successful representation of an NYSE-traded company in an SEC insider trading investigation
• Successful representation of Hanover Compressor Co. in an SEC investigation stemming from restatement of earnings