Justin C. Clarke

Some of Clarke’s representative matters include:

• Representing Deutsche Telekom and its officers in connection with pending fiduciary duty litigation filed by T‑Mobile USA stockholders in the Delaware Court of Chancery challenging T‑Mobile USA’s 2020 acquisition of Sprint and other transactions related to Deutsche Telekom’s investment in T‑Mobile USA.
• Representing a subsidiary of SPI Group in connection with litigation filed by Brad Pitt seeking to invalidate its acquisition of a 50% interest in Château Miraval, a leading wine producer located in the south of France that was formerly jointly owned by Mr. Pitt and Angelina Jolie.
• Representing Clearwater Analytics as nominal defendant in stockholder derivative litigation alleging, inter alia, that the director defendants breached their fiduciary duties by allegedly causing or allowing certain equity owners to sell company stock based on alleged material non-public information.
• Secured a Tennessee Chancery Court order for Forward Air dissolving a temporary restraining order and denying a motion for an injunction concerning Forward Air’s merger with Omni Newco.
• Secured a favorable settlement for Convey Health, a leading technology‑enabled healthcare solutions provider, and certain of its directors and officers in connection with fiduciary duty litigation in the Delaware Court of Chancery challenging the acquisition by TPG Global of all outstanding public shares of Convey stock at an implied enterprise value of $1.1 billion.
• Representation of Epic Games in antitrust litigation against Google, alleging anticompetitive behavior in the distribution of mobile apps and the handling of in‑app payments. Following a multi‑week trial, a jury unanimously ruled in favor of Epic on all counts. In connection with this victory, the Cravath team was recognized as The Am Law Litigation Daily’s “Litigators of the Week,” and received an Impact Case Award from Benchmark Litigation. The Ninth Circuit granted a complete affirmance of the jury verdict in Epic’s favor and upheld the permanent injunction against Google.
• Secured a favorable settlement for Goosehead Insurance in purported class action stockholder litigation filed in the Delaware Court of Chancery, which alleged that Goosehead has entered into a set of arrangements that usurp the authority of the Board of Directors, in violation of Delaware law.
• Represented Radius Global Infrastructure and certain members of its Board of Directors in litigation related to the company’s $3 billion acquisition by private equity firm EQT Partners.
• Represented affiliates of Bacardi, including Empire Investments, in actions brought by SCLiquor LLC (“SC”), which is majority‑owned by rapper Shawn “Jay‑Z” Carter, in the Delaware Court of Chancery and other state and federal courts related to SC’s exercise of a put option with respect to its 50% ownership interest in D’Ussé, a popular cognac brand. Bacardi acquired a majority interest in D’Ussé in an agreement that also settled all disputes between the parties.
• Represented Qualcomm and certain of its directors and officers in a consolidated shareholder securities class action suit in California federal court filed in the wake of antitrust investigations and litigation concerning the company’s patent licensing and modem chipset businesses.

• Secured a precedential Ninth Circuit decision in favor of Starz Entertainment in a copyright infringement and breach of contract action against MGM Domestic Television. The decision affirmed a California district court’s holding that the Copyright Act did not impose a time-based bar on damages for copyright infringement claims separate from the three-year statute of limitations.

• Represented Cowen, a multinational independent investment bank and financial services company, and its Board of Directors in litigation filed by stockholders in New York state court, as well as federal courts in New York and Delaware, challenging Cowen’s $1.9 billion acquisition by TD Bank Group.
• Represented Akorn, Inc. in litigation in the Delaware Court of Chancery regarding Fresenius Kabi’s termination of the parties’ $4.3 billion merger agreement. Following expedited proceedings, the case culminated in a one‑week bench trial and subsequent expedited appeal. It is one of a handful of cases regarding termination rights arising from material adverse event (MAE) provisions in merger agreements to be tried to a decision, and the first such appeal decided by the Delaware Supreme Court. 
• Represented Akorn and its Directors in consolidated securities class action litigation and in shareholder derivative suits pending in federal court in Illinois and state court in Louisiana concerning alleged data integrity and FDA compliance issues at Akorn.
• Represented Precision Castparts Corp. (“PCC”) and its Board of Directors in a purported shareholder class action lawsuit filed in Oregon federal court regarding PCC’s $37 billion acquisition by Berkshire Hathaway, alleging violations of Sections 14(a) and 20(a) of the Securities Exchange Act.
• Represented The Williams Companies, related entities and members of Williams’s Board in lawsuits in the Delaware Court of Chancery and Oklahoma relating to the company’s terminated $37.7 billion merger with Energy Transfer Equity.
• Represented American Express and won a defense judgment for the company, affirmed on appeal, after a five‑week bench trial in a consumer class action alleging violations of Section 1 of the Sherman Act.
• Advised Qualcomm in connection with an antitrust investigation by China’s National Development and Reform Commission concerning Qualcomm’s patent licensing terms and policies, which settled.