Bethany M.
Rezek

Representation of the special litigation committee of Michael Baker Corporation in connection with a shareholder demand related to the Company’s agreement to be acquired by an affiliate of DC Capital.  Shareholder litigation was settled on favorable terms shortly after completion of the SLC Report.

Representation of a special board committee of a publicly held financial institution in connection with a shareholder demand and related shareholder derivative litigation.

Defense of Amedisys, Inc. and its directors and officers in federal securities class action litigation and shareholder derivative litigation arising out of a front page Wall Street Journal articles questioning Medicare reimbursement practices in the home health care industry.  Won motion to dismiss all claims in the federal securities litigation in 2012.

Defense of The Home Depot, Inc. and its directors and officers in various 10b-5 securities class actions and shareholder derivative suits arising out of return-to-vendor credit issues, executive compensation, and stock options.  Won motion to dismiss 10b-5 securities class action, which was affirmed by the 11th Circuit.

Defense of Piedmont Office Realty Trust and certain of its directors and officers in two federal securities class actions challenging proxy disclosures related to Piedmont’s acquisition of management advisory companies.  Obtained summary judgment in defendants’ favor in one case and dismissal of the complaint in the other case.

Defense of a national bank in connection with claims related to the sale of auction rate securities.

Defense of a national bank in connection with claims related to the sale of private-label mortgage-backed securities.

Defense of the directors of a publicly-held long-term care company in connection with claims of breaches of fiduciary duties relating to the Board’s response to an unsolicited merger proposal.

Representation of Eclipsys Corporation and its directors in shareholder class actions challenging the $1.3 billion merger of Eclipsys and Allscripts.  Obtained a full dismissal with prejudice.

Representation of Cellu Tissue Holdings and its directors in connection with shareholder litigation challenging the merger of Cellu Tissue and Clearwater Paper Corporation.

“Director Fiduciary Duties: Owed to the Corporation or the Shareholders?,” King & Spalding Directors Governance Center, January 2014.