Kirk B. Lenhard

Served as Nevada counsel to a New York Stock Exchange-listed corporation defending more than a dozen putative class actions in Nevada to enjoin the corporation's acquisition of a Nasdaq-listed corporation, a transaction valued at over $360M. A key issue in the case was the appropriate legal standard for the duties owed by corporate directors of a Nevada corporation when confronted with a potential change of control, such as the sale of the corporation. Specifically, on a motion for preliminary injunction, the lead Nevada court addressed whether the directors of a Nevada corporation are subject to the legal standard established in the Delaware case Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986) and its progeny. After extensive, expedited briefing and oral argument, the court denied plaintiffs' motion for preliminary injunction, rejected application of the Revlon standard and held instead that the codification of the business judgment rule set forth in NRS 78.138 was applicable in the case. The acquisition closed shortly thereafter.

A claim in excess of $100 million dismissed on a Motion for Summary Judgment. Affirmed by the Nevada Supreme Court.

Represented certain directors as Nevada counsel concerning claims surrounding the potential purchase of wireless spectrum assets valued at $2.2 billion. Facing allegations of “entire fairness” review, successfully represented the directors in a preliminary injunction hearing that allowed them to continue using their business judgment to vet the purchase.

Represented a company and related directors as Nevada counsel for publicly traded company in a $274 million merger transaction. Successfully achieved dismissal of action at pleading stage with matter currently on appeal.

A False Claims Act case, exposure of approximately $2.7 billion. Dismissed by dispositive motion in the United States District Court, affirmed by the 9th  Cir. The point to be made is the simple fact we have the capacity to handle significant matters.