Blair Connelly

Blair's experience includes representing:

• Larry Ellison (Executive Chairman and Chief Technology Officer, Oracle Corporation) and Safra Catz (CEO, Oracle Corporation), in derivative litigation before the Delaware Court of Chancery; co-led the trial team that successfully defended Mr. Ellison and Ms. Catz in a challenge to Oracle's $9.3 billion acquisition of NetSuite, Inc. — one of the largest transactions to ever survive a stockholder challenge through trial. In a landmark decision, the Court of Chancery rendered a complete judgment in favor of Mr. Ellison and Ms. Catz. (In re Oracle Corp. Deriv. Litig., 2023 Del. Ch. LEXIS 114 (Del. Ch. 2023))
• Telefónica S.A. in a dispute brought against Millicom International Cellular S.A. after Millicom improperly refused to close a deal worth over $500 million; won summary judgment on liability, with the New York State Supreme Court agreeing with Latham’s interpretation of the contract and calculation of damages (Telefonica S.A. v. Millicom Int’l Cellular S.A., 2024 N.Y. Misc. LEXIS 682 (N.Y. Sup. Ct. 2024))
• Origis USA in a $700 million M&A dispute in the Southern District of New York brought by two investment funds that sold their stake in Origis USA’s parent company prior to a buyout transaction that valued Origis USA at a higher amount than during the plaintiffs’ sale; won complete dismissal of claims brought against Origis USA (Pentacon BV et al. v. Vanderhaegen et al., 2024 U.S.Dist. LEXIS 52659, ___ F. Supp. 3d ___ (S.D.N.Y. 2024))
• The Special Committee of Sculptor Capital Management in a high-profile, expedited suit before the Delaware Court of Chancery concerning Sculptor’s $720 million acquisition by Rithm Capital Corp; after months of expedited litigation the case settled on favorable terms, allowing the deal to close (In re Sculptor Capital Management, Inc., 2023-0921-SG (Del. Ch. 2023))
• Avangrid, Inc. in a putative class action and derivative before the New York Supreme Court regarding the exercise of preemptive rights by Avangrid’s controlling stockholder, Iberdrola, S.A.; obtained dismissal of all claims with prejudice (Beatrice Corwin Living Irrevocable Tr. v. Iberdrola, S.A., 2022 N.Y. Misc. LEXIS 9720 (N.Y. Sup. Ct. 2022))
• Ligand Pharmaceuticals, Inc. in a suit by bondholders seeking to recover approximately $4 billion on a series of convertible notes; prevailed on motion to dismiss before the Delaware Court of Chancery, and won affirmance at the Delaware Supreme Court (AG Oncon, LLC v. Ligand Pharmaceuticals, Inc., 2019 WL 2245969 (Del. Ch. 2019), aff’d 2020 WL 119648 (Del. 2020))
• Certain directors and officers of Books-A-Million, Inc. in a shareholder class action in the Delaware Court of Chancery, challenging a multimillion-dollar take-private merger; obtained dismissal of all claims (Vance v. Books-A-Million Inc., C.A. No. 11343-VCL (Del. Ch. 2016)); and won affirmance of that ruling before the Delaware Supreme Court (Rousset et al. v. Anderson et al., Case No. 515,2016 (Del. Supr. 2016))
• Allergan, Inc. in litigation before the Delaware Court of Chancery and the US District Court for the Central District of California arising from the $53 billion hostile takeover attempt by Valeant Pharmaceuticals International and activist investor Pershing Square Capital Management; Blair was part of the team that successfully challenged Valeant’s undisclosed trading with Pershing Square before the takeover bid was announced, which ultimately defeated the underpriced bid (Allergan, Inc. v. Valeant Pharms. Int’l, Inc., 2014 U.S.Dist. LEXIS 156227 (C.D. Cal. Nov. 4, 2014))
• Plains Exploration & Production Co. and its directors in the Delaware Court of Chancery in litigation challenging its $6.6 billion merger with Freeport-McMoRan Copper & Gold Inc.; defeated plaintiffs’ motion for preliminary injunction seeking to delay the closing and require additional disclosures in its entirety (In re Plains Exploration & Production Co. Stockholder Litigation, 2013 WL 1909124 (Del. Ch. 2013))
• K-Sea Transportation Partners, L.P. and certain of its directors in the Delaware Court of Chancery in an action challenging the $600 million merger transaction between K-Sea and Kirby Corporation; defeated shareholder plaintiffs’ motion to expedite the case in aid of a motion for preliminary injunction (In re K-Sea Transp. Partners L.P., 2011 WL 2410395 (Del. Ch. 2011)), subsequently obtained dismissal of all claims (In re K-Sea Transp. Partners L.P., 2012 WL 1142351 (Del. Ch. 2012)), and prevailed in a landmark ruling by the Delaware Supreme Court (Norton v. K-Sea Transp. Partners L.P., 67 A.3d 354 (Del. Supr. 2013))
• Energy Transfer Equity, L.P. in litigation challenging its $9.2 billion acquisition of Southern Union Co. in the Delaware Court of Chancery and in the District Court of Harris County, Texas; after obtaining expedited discovery plaintiffs withdrew their motion for preliminary injunction, enabling the deal to close
• An industrial conglomerate in a breach of contract and fraud litigation against Hoechst Aktiengesellschafft arising out of a $1.5 billion asset purchase agreement; obtained partial summary judgment for client on its indemnity claim (Industrial Conglomerate v. Hoechst Aktiengesellschaft, 727 F. Supp. 2d 199 (S.D.N.Y. 2010))