Michael C. Wagner

Partner

PHONE 302 504 1656

Education & Admissions

  • Franklin & Marshall College (B.A. Government 1992)
  • University of Pittsburgh School of Law (J.D. 1996)
    Lead Executive Editor, Journal of Law and Commerce
  • Pennsylvania
  • USCA, Third Circuit
  • USDC, Eastern District of Pennsylvania
  • USDC, Western District of Pennsylvania
  • USDC, District of Colorado
  • USDC, Western District of Michigan

Attorney Profile

Mr. Wagner primarily represents stockholders in actions concerning conflicted-interest corporate transactions, often in the Delaware Court of Chancery.  A seasoned litigator with more than 20 years of practice, he has represented Fortune 500 companies, private companies, venture capital funds and their start-ups, and financial institutions in a wide variety of corporate and commercial litigation matters in state and federal courts across the country, through all stages of litigation from inception through appeal.  Mr. Wagner’s work currently focuses on the duties owed by corporate officers and directors in the context of mergers and other fundamental corporate transactions.

Admitted in PA Only

 

 

Experience

Selected cases:

  • In re Dole Food Co., Inc. Stockholder Litigation, C.A. No 8703-VCL (Del. Ch.) – Entire fairness challenge to controller David Murdock’s take-private of the Dole Food Co., Inc.; obtained post-trial award of $148 million, and subsequent settlement in that amount, representing an increase of $2.74 per share over the $13.50 per share merger consideration that Murdock originally paid the minority stockholders.
  • In re Versum Materials, Inc. Stockholder Litigation, C.A. 2019-0206-JTL – Challenged poison pill rights plan adopted the morning after the company target received a hostile third-party merger proposal offering more value than an existing merger agreement the target company had already reached; on eve of depositions in expedited proceedings before a preliminary injunction hearing, company rescinded the poison pill to resolve the injunction application; ultimately, Company reached merger terms with the erstwhile hostile third-party, providing stockholders with an aggregate of $1.17 billion in additional merger consideration.
  • In re Ebix, Inc. Stockholder Litigation, C.A. No. 8526-VCS (Del. Ch.) – Challenged a board-approved agreement to pay the Company’s Chairman and CEO Robin Raina more than 25% of Ebix’s market capitalization in a cash bonus upon a change-of-control; following six years of litigation and trial in August 2018, which revealed substantial corporate governance and historical disclosure issues, reached settlement that, among other things, reduced the value of Mr. Raina’s change-in-control bonus by 36% and required the Company to hire an in-house general counsel.
  • In re Energy Transfer Equity, L.P. Unitholder Litigation, C.A. No. 12197-VCG (Del. Ch) – Challenged issuance of convertible preferred limited partnership units to insiders of a master limited partnership, which effectively gave holders a hedge against uncertainties caused by a then-pending merger transaction with The Williams Companies; obtained post-trial holding that the issuance violated the governing limited partnership agreement. (2018 WL 2254706)
  • Lebanon County Employees’ Retirement Fund v. AmerisourceBergen Corp., C.A. No. 2019-0527-JTL (Del. Ch) – Sought corporate books and records concerning efforts of the Company Board’s to ensure compliance with federal regulations regarding distribution of opioid medications, in light of public reports of long-enduring compliance violations at the Company; obtained post-trial ruling requiring production of Board-level documents with the potential for additional production of non-Board-level documents following further proceedings.