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Tariq Mundiya

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, N.Y. 10019-6099, U.S.A.
T 212-728-8565
F 212-728-9565
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Tariq Mundiya is a partner in the Litigation Department, specializing in internal investigations, securities and corporate litigation under the federal and state securities laws, and litigation arising out of mergers and acquisitions and other corporate control transactions.  He regularly appears in federal and state courts around the country in corporate and M&A litigation.

Mr. Mundiya is ranked among the leading individuals practicing in the area of Litigation: Securities in New York by Chambers USA (2014).  Chambers notes that clients have praised him for his “brilliant legal mind” and “good combination of really expert legal analysis and really good tactics and strategy.”

Mr. Mundiya has worked on some of the most high-profile transactions and M&A litigation in recent years, including representing hedge fund Third Point in its proxy contest and related litigation against the board of Sotheby’s (2014); Men’s Wearhouse in its acquisition of, and litigation against, Joseph A. Bank (2014); and the Special Committee of MFW in the 2014 landmark decision by the Delaware Supreme Court concerning the duties of directors in going private transactions involving controlling stockholders.

Additionally, Mr. Mundiya has an active hedge fund and registered funds practice.  He regularly represents hedge funds, funds of funds and mutual funds in proxy contests, litigation, investigations and SEC proceedings.

Mr. Mundiya’s broad international and educational background gives him a unique practice area perspective, particularly with respect to his involvement with concurrent and parallel litigation in the courts of the United States and other jurisdictions around the world to secure effective results for international clients.

Mr. Mundiya speaks some Japanese and several other South East Asian languages.

Selected Significant Matters
Recent Representative Cases
  • Third Point v. Ruprecht et al. (representing hedge fund Third Point in proxy-related litigation against board of directors of Sotheby’s for adopting poison pill; litigation resulted in three members of Third Point’s slate being placed on Sotheby’s board) (Del. 2014)

  • Men’s Wearhouse v. Joseph A. Banks et al. (action against Joseph A, Bank board of directors for defensive acquisition of Eddie Bauer in response to Men’s Wearhouse’s acquisition proposal) (Del. 2014)

  • LightSquared (representing controlling stockholder of DISH Network Corporation at trial in bankruptcy court and in derivative shareholder action (Bankr. S.D.N.Y and Nevada state court)) (2013-2014)

  • In re Facebook, Inc. IPO Securities & Derivative Litig. (MDL) (representing Facebook, Inc. and its officers and directors in over 40 securities and derivative lawsuits filed in connection with Facebook’s May 18, 2012 initial public offering)

  • In re MacAndrews & Forbes Litigation (represent special committee in $300 million "going private" litigation, resulting in ruling that business judgment rule applies to controlling stockholder "going private" transactions) (Del. 2013)

  • Litigation counsel to Third Point, a 5.8% stockholder of Yahoo!, in successful proxy contest that culminated in resignation of Scott Thompson, Yahoo!’s former Chief Executive Officer (2012)

  • In re Kenneth Cole Sec. Litigation, (represent controlling stockholder in $280 million going private transaction) (NY 2012-2013)

  • In re Artio Global Securities Litigation (represent Aberdeen Asset Management in class action litigation arising out of $175 million acquisition of Artio Global) (New York, Del) (2013)

  • Rational Group US Holdings et al v. Resorts International Holdings LLC et al, (represent sellers of Atlantic Club casino in vacating temporary restraints obtained by potential buyer, and enforcing contractual termination provisions) (NJ) (2013)

  • In re Quest Software, Inc. Shareholder Litig. (represent private equity buyer in litigation arising out of $2 billion "going private" transaction) (California & Delaware) (2012)

  • In re Abovenet, Inc. Shareholder Litig. (represent target and board of directors in litigation arising out of $2 billion merger transaction) (2012) (New York and Delaware)

  • Abu Dhabi Commercial Bank v. Morgan Stanley et al., (represent manager of $7 billion SIV in litigation brought by SIV investors for investment losses) (SDNY 2010-11)

  • In re Amag Pharmaceuticals Inc. Securities Litigation (represent underwriters in claims under Section 11 and 12 of the 1933 Act arising out of secondary offering) (D.Mass and First Circuit, 2011-2012)

  • In re Cogdell Shareholder Litig. (represent REIT acquiror in $765 million acquisition) (Maryland & North Carolina) (2012)

  • In re JCrew Shareholder Litig. (represent CEO of JCrew in litigation arising out of $2.5 billion "going private" transaction) (Delaware & New York) (2011)

  • In re Transatlantic Shareholders Litig. (represent potential acquiror in litigation arising out of $3 billion merger by shareholders and competing bidder) (Delaware & New York) (2011/2012)

  • Arista Records, LLC. et al. v. Lime Wire, LLC et al. (represent defendant Lime Wire and its founder in damages phase of multibillion-dollar trial against the major record companies for inducing copyright infringement) (SDNY)

  • In re Reserve Fund Class and Derivative Litigation (represent $51 billion money market fund in multi-district litigation and regulatory proceedings arising from "breaking of the buck") (New York)

  • Hollywood Pension Fund v. Barr Pharmaceuticals et al. (represent acquiror in litigation to enjoin $8 billion acquisition) (New Jersey)

  • In re Sepracor Shareholders Litigation (defense counsel in stockholder litigation arising out of $2.6 billion acquisition) (Delaware)

  • In re Electronic Data Systems Class Action Litigation (represent target in litigation to enjoin $14 billion merger) (Texas)

  • Fairfax Financial Holdings v. SAC Capital et al. (represent hedge fund in action by issuer against hedge funds and broker alleging improper trading) (New Jersey)

  • Biovail Corp v. SAC Capital et al. (represent hedge fund in action by issuer against hedge funds alleging improper trading) (New Jersey)

  • United Rentals, Inc. v. RAM Holdings, Inc. (represent seller of company in action for specific performance against private equity buyer for breaching merger agreement) (Delaware Chancery Court)

  • Converium Holding AG v. SCOR (represent target in action under the Williams Act against acquiror who made $3 billion unsolicited bid) (SDNY)

  • Darquea v. Jarden Corp. (represent issuer and officers in 10b-5 action alleging misrepresentations regarding corporate acquisition) (SDNY)

  • Third Point v. TXCO Resources, Inc. (represent hedge fund in action against company and directors for violating fiduciary duties in connection with proposed election of corporate directors) (Delaware Chancery Court)

  • Baldwin v. Swanson et al. (represent successful hedge fund nominees in corporate election in action by losing directors of Massey Energy’s board of directors) (Delaware Chancery Court)

  • WTG v. ConocoPhillips, et al. (represent investment bank in action by disappointed bidder against seller and its investment bank for breach of contract and tortious interference) (Texas)

  • Ginsburg v. Philadelphia Stock Exchange et al. (represent stock exchange and its directors in action by former seatholders challenging sale of equity interests to six financial institutions) (Delaware Chancery Court)

  • Simon Property Group et al. v. Taubman Centers, Inc. (represent acquiror in litigation arising out of unsolicited $1.8 billion bid for all outstanding shares of Taubman Centers) (D. Michigan; 8th Cir)

  • In re Titan Securities Litigation (represent issuer in 10b-5 class actions arising from alleged violations of the Foreign Corrupt Practices Act and litigation arising from the acquisition of Titan by L-3 Communications) (California, Nevada and Delaware)

  • In re UICI Shareholder Litigation (represent investment bank in action by shareholders against issuer and investment bank in sale to private equity buyers) (Texas)

  • In re Nations Funds Mutual Funds Securities Litigation (represent mutual fund directors in multidistrict class and derivative actions arising out of alleged mutual fund market timing (D. Maryland.) and related SEC and New York Attorney General proceedings)

  • In re Eon Sec. Litigation (represent target in action to enjoin vote on $8 billion merger transaction) (Delaware Chancery Court)

  • In re Chelsea Property Group Sec. Litigation (represent acquiror in action to enjoin $4 billion merger) (New Jersey)
Selected Publications and Lectures
Mr. Mundiya has authored numerous articles on legal developments, principally in the field of federal and state securities laws, and the liability of financial institutions:
  • "Diluting the Significant Stockholder to Satisfy Revlon," INSIGHTS: The Corporate & Securities Law Advisor 27.1 (January 2013)

  • "‘Well, Now I’m Screwed. I Can’t Sell.’ The Words That Will Take The SEC’s Insider Trading Case Against Mark Cuban To Trial" (Metropolitan Corporate Counsel; co-author) (April 2013)

  • "Pack Your Bags And Renew That Passport: Duties Of Independent Directors Of Delaware Corporations Having Significant Operations Or Assets Abroad," (Metropolitan Corporate Counsel) (February 2013)

  • "Delaware Chancery Court Refuses to Hold Citigroup’s Directors Personally Liable for Failing to Monitor Risks Associated With Citigroup’s Subprime Exposure" (Metropolitan Corporate Counsel; co-author) (May 2009)

  • "Directors Fiduciary Duties During the Credit Crunch" (New York Law Journal) (January 2009)

  • "Federal District Court in Mark Cuban Case Issues Decision on Misappropriation Theory of Insider Trading (Metropolitan Corporate Counsel; co-author) (November 2009)

  • "Fairness Opinions: Courts Scrutinize Role of Investment Banks" (New York Law Journal) (May 29, 2008)

  • "Delaware Chancery Court Highlights Pitfalls of a Flawed Special Committee Process in Interested Merger Transactions" (Metropolitan Corporate Counsel) (March 2006)

  • "Delaware Supreme Court Strikes Down Absolute Lock-Up of Merger as Preclusive and Coercive Defensive Measure" (Metropolitan Corporate Counsel) (2003)

  • "Liability of Investment Banks For Providing Financial Advice" (Vol. 27, No.3, Sec. Reg. L. Journal) (Fall 1999)

  • "Delaware Chancery Court Strikes Down Target's Adoption Of Delayed Redemption Poison Pill" (Metropolitan Corporate Counsel; co-author) (1999)

  • "Delaware Supreme Court Finds That Delayed Redemption Or Limited No Hand Poison Pill Violates Delaware Law" (Metropolitan Corporate Counsel; co-author) (1999)

  • "Investment Banker Liability: A Postscript"   (Vol. 12 No. 1 INSIGHTS: The Corporate and Securities Law Advisor 30) (January 1998)

  • "Liability of Investment Banks: An Update on Recent Developments" (Vol. 11, No. 10 INSIGHTS: The Corporate and Securities Law Advisor 15-21) (October 1997)

  • "Liability of Investment Bankers: The Ninth Circuit’s Decision in In re Daisy Systems" (Corporations, Aspen Law & Business; co-author) (October 1996)

  • "Extraterritorial Injunctions Against Sovereign Litigants in U.S. Courts: The Need for a Per Se Rule" (44 Int’l Comp. L.Q 893-904) (October 1995)

  • "US Court Invites Foreign Litigants to Use US Discovery Laws" (42 Int’l Comp. L.Q. 356-366) (April 1993)

  • "Review" (15 Comp. Lab. L.J. 119-126) (review and analysis of Conditions of Work Digest: Combating Sexual Harassment at Work) (Fall 1993)
1989, University of Chicago Law School, LLM (Harkness Fellow)
1988, University of Cambridge, B.A. (law, first class hons)

Bar Admissions
New York, 1990

  • United States Court of Appeals, 1st Circuit, 2011
  • United States District Court, Southern District of New York, 1990

Practice Focus
Asset Management

  • 1989, University of Chicago Law School, LLM (Harkness Fellow)
  • 1988, University of Cambridge, B.A. (law, first class hons)

Bar Admissions
New York, 1990

  • United States Court of Appeals, 1st Circuit, 2011
  • United States District Court, Southern District of New York, 1990

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