Joseph O. Larkin

In recent years, Mr. Larkin has successfully represented clients in expedited trials and evidentiary hearings arising from mergers and acquisitions, corporate control battles, commercial contracts, antitrust claims, securities class actions and bankruptcy litigation.

In addition to his courtroom success, Mr. Larkin is a trusted adviser and strategist to directors, C-suite executives and in-house counsel on many of their most important matters. He works seamlessly across Skadden’s global platform to advise clients on Delaware law and other strategic issues. He routinely engages with his partners and clients at the outset of the transactional planning process to advise from inception to closing.

Clients have routinely praised Mr. Larkin for his sound guidance and commercial approach to litigation, repeatedly turning to him for their most complex matters. Throughout his career, Mr. Larkin has played a leading role in some of the most significant corporate litigation matters in history and has been at the forefront of corporate innovation. He was one of the lead litigators that represented MacAndrews & Forbes in the Delaware Supreme Court’s seminal MFW decision that established a new legal regime for reviewing controlling stockholder transactions. He has been repeatedly selected as one of the Best Lawyers in America for Corporate Law, and by The American Lawyer as a finalist for its Litigator of the Week honors on numerous occasions. He also has been recognized by Turnarounds & Workouts magazine as one of its Outstanding Young Restructuring Lawyers, by Chambers USA in its Bankruptcy/Restructuring category, and by Lawdragon as one of its 500 Leading Litigators in America and 500 Leading Global Bankruptcy & Restructuring Lawyers.

In recent years, Mr. Larkin has successfully tried cases and arbitrations to judgment for SeeCubic, Inc., Sabre Corporation, CommonWealth REIT, Service Properties Trust, TravelCenters of America LLC and the founder and CEO of EPCO Carbon Dioxide Products, Inc. In this capacity, Mr. Larkin successfully defeated a motion for preliminary injunction on behalf of Sabre Corporation after trial in Texas state court. In addition, he was one of the lead litigators for Sabre in its trial victory in Delaware federal court against the Department of Justice’s effort to enjoin Sabre’s proposed acquisition of FareLogix, which was dubbed by one major media outlet as a “stunning court victory in the U.S.”

Some of Mr. Larkin’s other recent corporate litigation matters include representing:

• a commercial stage biotech company in expedited litigation that resulted in the extraordinary remedy of a permanent injunction against a hostile bidder for intentional breach of a “stand-still” agreement (Delaware Court of Chancery)
• Squarespace and its board of directors in defeating a motion for preliminary injunction that sought to enjoin the $6.6 billion merger between Squarespace and Permira on the eve of closing (New York state court)
• the special committee of EngageSmart in the successful resolution of preclosing injunction claims arising from its multibillion merger with Vista Equity Partners (Delaware Court of Chancery)
• John C. Malone in the successful resolution of litigation arising from the exercise of a call agreement with Qurate Retail, Inc. (Delaware Court of Chancery)
• IVERIC and its board of directors in successfully enforcing its forum selection bylaw against shareholder plaintiffs (New Jersey state court)
• the board of control for Cricket in India in defeating a motion for a temporary restraining order and anti-suit injunction filed against it arising from a parallel proceeding pending in India (Delaware Bankruptcy Court)
• the special litigation committee of Clovis Oncology Inc. in an 18-month internal investigation and successful resolution of high-profile Caremark claims (Delaware Court of Chancery)
• Red Lion Hotels and its acquirer The RMR Group in the dismissal of all claims – including fraud – and subsequent affirmance, which resulted in new precedent under Washington state law for take- over litigation (Washington state court and Washington Court of Appeals)
• Luxor Capital and certain of its principals in multijurisdictional litigation arising from its investment in RCAP (Delaware Court of Chancery and New York State Supreme Court)
• Bottomline Corporation and its board of directors in litigation arising from its merger with Thoma Bravo (Delaware Court of Chancery and various federal district courts)
• GCI Liberty, Inc. and certain of its directors and officers in litigation arising from GCI’s multibillion-dollar merger with Liberty Broadband, Inc. (Delaware Court of Chancery)
• Ionis Pharmaceuticals, Inc. in the successful resolution of claims arising from its merger with its subsidiary Akcea Therapeutics, Inc. (Delaware Court of Chancery)
• Stemline Therapeutics, Inc. in litigation arising from its acquisition by Menarini Group (New York and Delaware federal court)
• Melinta Pharmaceuticals, Inc. in shareholder litigation and its subsequent comprehensive financial restructuring (Delaware Court of Chancery and Delaware Bankruptcy Court)
• Array BioPharma in shareholder litigation arising from its $11.4 billion acquisition by Pfizer (Delaware Court of Chancery)
• Alder Biopharmaceuticals, Inc. in its sale to Lundbeck for up to $1.95 billion (New York, California and Delaware federal court)
• Merrimack Pharmaceuticals, Inc. in litigation against its convertible noteholders arising from Merrimack’s sale of certain assets to Ipsen S.A (Delaware Court of Chancery)
• the defense of a significant shareholder in the successful resolution of litigation arising from Lions Gate’s acquisition of STARZ, Inc. (Delaware Court of Chancery and California Superior Court)
• the special committee of Wesco Financial Corporation in its merger with its controlling shareholder Berkshire Hathaway, Inc. (Delaware Court of Chancery)

In the bankruptcy and troubled-company arena, Mr. Larkin has substantial experience representing debtors, committees and creditors in litigation related to bankruptcies. He recently served as lead trial counsel to SeeCubic, Inc. in securing the dismissal of Stream TV Networks Inc.’s Chapter 11 filing (D. Del. Bankruptcy); the official equity committee of VIVUS, Inc. in obtaining significantly greater value for equity holders than initially contemplated under the debtor’s initial plan of reorganization (D. Del. Bankruptcy); and a stalking horse bidder in the successful defense of “bid-rigging” allegations arising from bankruptcy auction (S.D.N.Y. Bankruptcy).

His recent debtor representations include:

• True Value in connection with its Chapter 11 filing and the sale of substantially all of its assets to Do it Best Corp. pursuant to a Section 363 sale process in the (D. Del Bankruptcy)
• Clear Blue Specialty Insurance Company and its affiliates in connection with the Chapter 11 cases of Vesttoo Ltd. (D. Del Bankruptcy)
• Endo International PLC and certain of its affiliates in their Chapter 11 cases (S.D.N.Y. Bankruptcy)
• Armstrong Flooring and certain of its affiliates in their Chapter 11 cases (D. Del. Bankruptcy)
• Melinta Therapeutics in its comprehensive financial restructuring in Chapter 11 (D. Del. Bankruptcy) - Stearns Holding and certain of its affiliates in their Chapter 11 reorganization (S.D.N.Y. Bankruptcy)

Mr. Larkin has published numerous articles on bankruptcy and Delaware law issues. He was appointed twice by the Delaware Supreme Court to serve on the Delaware Board of Bar Examiners.