Benjamin P. McCallen

Partner

Los Angeles
Willkie Farr & Gallagher LLP
2029 Century Park East
Los Angeles, CA 90067-2905
T 310 855 3143
F 212 728 9182
bmccallenwillkie.com
New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8182
F 212 728 9182

Benjamin P. McCallen is a partner in the Litigation Department. Ben focuses on complex commercial litigation matters. Ben has represented corporate and individual clients in federal and state courts, bankruptcy courts, and arbitration tribunals around the country in a broad range of complex business law disputes, such as actions involving claims for breach of contract, breach of fiduciary duty, conspiracy (including RICO) and defamation, among others.

Benjamin P. McCallen is a partner in the Litigation Department. Ben focuses on complex commercial litigation matters. Ben has represented corporate and individual clients in federal and state courts, bankruptcy courts, and arbitration tribunals around the country in a broad range of complex business law disputes, such as actions involving claims for breach of contract, breach of fiduciary duty, conspiracy (including RICO) and defamation, among others.

Selected Significant Matters

Bankruptcy:

  • In re PG&E Corp. (Bankr. N.D. Cal): Represent ad hoc group of holders of subrogation insurance claims in litigation related to the utility company’s liability for 2017 and 2018 California wildfires.
  • Intelsat Connect Finance S.A.: Represent special committee of board of directors in connection with chapter 11 cases in the United States Bankruptcy Court for the Eastern District of Virginia.
  • In re Lehman Brothers Holdings Inc. (Bankr. S.D.N.Y.): 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 Aralez Pharmaceuticals US Inc., et al. (Bankr. S.D.N.Y); In re SquareTwo Financial Services (Bankr. S.D.N.Y.); 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 Adelphia Communications Corp., et al. (Bankr. S.D.N.Y.).

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.
  • In re Hansen Medical, Inc. Shareholder Litigation (Del. Ch.; Calif. Super.): Represented stockholders alleged to have acted as a control group in connection with acquisition
  • Saggio v. Mueller Industries, Inc., et al. (MI Circuit Court): Obtained summary disposition of aiding and abetting claims against acquirers brought by purported class of shareholders of Tecumseh Products Company.

Additional significant representations include:

  • Represent health care services company in arbitration proceeding against IT vendor.
  • 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 has served as a member of the Board of Directors of Mobilization for Justice, which offers free legal assistance to low-income New Yorkers.

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