Benjamin P. McCallen

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8182
F 212 728 9182
bmccallenwillkie.com

Benjamin P. McCallen is a partner in the Litigation Department and has experience in complex commercial litigation, including the areas of bankruptcy litigation and mergers and acquisitions. Ben regularly represents clients in matters in both federal and state courts.

Benjamin P. McCallen is a partner in the Litigation Department and has experience in complex commercial litigation, including the areas of bankruptcy litigation and mergers and acquisitions. Ben regularly represents clients in matters in both federal and state courts.

Selected Significant Matters

Bankruptcy:

  • In re Lehman Brothers Holdings Inc. (Bankr. SDNY): Representation of LBHI in multi-billion dollar litigation and trial concerning allegations of breaches of various representations and warranties in connection with residential mortgage backed securities. Obtained favorable decision after trial, resolving this long-running, complex dispute stemming from LBHI’s 2008 bankruptcy.
  • Litigation counsel to debtors in connection with various aspects of Chapter 11 cases. Representations include In re SquareTwo Financial Services (Bankr. SDNY); In re K-V Discovery Solutions, Inc., et al. (Bankr. S.D.N.Y); In re WP Steel Venture, LLC, et al. (Bankr. Del.) 
  • In re Maple Bank GmbH (Bankr. SDNY): Represent court appointed liquidator of Canadian branch of foreign bank in connection with Chapter 15 petition and related proceedings. 

Mergers and Acquisitions:

  • In re Kenneth Cole Productions, Inc., Shareholder Litigation (New York Court of Appeals): Represented controlling shareholder in action challenging going-private transaction; obtained dismissal in trial court, which was affirmed by the Appellate Division and the Court of Appeals. It is the first case under New York law to apply the business judgment rule to a going-private transaction where the transaction was conditioned on the dual protections of a “majority of the minority” voting provision and approval by a committee of independent directors.

Additional significant representations include:

  • Harbinger F&G, LLC v. OM Group (UK) Limited (S.D.N.Y.): Represented subsidiary of OM plc at a bench trial in federal court in a breach of contract action brought by an affiliate of Harbinger Capital Partners LLC. The dispute arose from the sale of OM’s U.S. insurance business to Harbinger and involved the application of a “reasonable best efforts” clause under New York law.
  • Hildene Capital Management v. Bimini Capital Management (NY Supreme Ct): Representing issuer of trust preferred securities in action related to the repurchase of securities from collateralized debt obligation.

Selected Professional and Business Activities

Ben is a member of the Board or Directors of Mobilization for Justice, which offers free legal assistance to low-income New Yorkers in the areas of housing; foreclosure; civil, disability and aging rights; bankruptcy, tax, consumer, employment, government benefits, immigration, and kinship care.

Selected Publications and Lectures

  • “New York Appeals Court Applies Business Judgment Rule to Going Private Transaction,” Harvard Law School Forum on Corporate Governance and Financial Regulation, November 2014, co-author
  • “If At First You Don’t Succeed: The Use of Scheme Liability After Janus,The Investment Lawyer, March 2013, Vol. 20, No. 3, co-author

Publications / News / Events

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