Bingham

Bingham

Stephen D. Alexander

Partner

Stephen D. Alexander’s practice includes a broad range of significant business litigation, with particular emphasis on securities, corporate governance and acquisition-related matters.

Recently, he represented the Special Committees of Guitar Center Inc., Inter-Tel Inc., Tarrant Apparel Group, Inc., and APP Pharmaceutical, Inc. in defeating shareholder claims challenging proposed mergers approved by those committees. He also represented Shamrock Holdings Inc. and Roy E. Disney and Stanley P. Gold in litigation related to their efforts to change management at The Walt Disney Company and the Save Disney campaign. He successfully represented Messrs. Disney and Gold in the recent shareholder derivative litigation involving Disney’s hiring and termination of Michael Ovitz.

Experience

  • Obtained a dismissal of a shareholder lawsuit challenging Boston Scientific’s acquisition of Croycor Inc.
  • Goldman Sachs, J.P. Morgan Chase, UBS Warburg, U.S. Bancorp Piper Jaffray as lead underwriters in the dj Orthopedic IPO shareholder class action
  • Society of Lloyd’s in various actions with California Names
  • Health Systems International Inc., Foundation Health and Hillhaven in merger transactions and related securities litigation
  • Health Systems International Inc. in securities litigation against Medaphis Inc.
  • Shamrock Holdings in its attempted acquisition of Polaroid Corporation and in its acquisition of a controlling interest in L.A. Gear Company
  • L.A. Gear in securities class and derivative actions
  • Sargent Fletcher Inc. in a major trade secrets matter
  • Credit Swiss in connection with the Marcos litigation
  • Vermont American in its defense of an attempted acquisition by Newell Rubbermaid and related securities action
  • L.A. Gear, Thales Navigation and others in a number of trademark and other intellectual property matters
  • Computer Sciences Corporation in a major insurance coverage dispute
  • Dial Corporation in an acquisition related dispute
  • Aldila Inc., Allergan Inc., the Nostalgia Network and a number of major investment banking firms in securities, corporate governance and merger-related litigation
  • Concept Communications Inc. in its fight for control of Nostalgia Network Inc.
  • Cipher Data Products Inc. in its acquisition by Archive
  • Shaklee Corporation in its defense of an attempted acquisition by Irwin Jacobs and related securities litigation
  • A major shareholder in connection with a proxy fight for control of Hollywood Park racetrack
  • Burlington Resources Inc. (formerly Burlington Northern) in its acquisition of El Paso Natural Gas Company and in related securities and shareholder litigations
  • Eckerd Corporation in its defense of an acquisition by the Haft family
  • Bendix in its attempted acquisition of Martin Marietta
  • Forstmann Little & Co. in its attempted acquisition of Revlon Consumer Products Corporation
  • Occidental Petroleum Corporation in its attempted acquisition of Mead
  • Humana Inc. in its acquisition of American Medicorp
  • Ludlow in its defense of an attempted acquisition by Tyco Laboratories Inc.

Events

  • Speaker, Fairness Opinions, Solvency Opinions and Valuation Issues for Today’s Board Members, University of Southern California Corporate Governance, Los Angeles (Nov. 14, 2013)
  • Speaker, The Implications of the Delaware Supreme Court’s Decision in Disney, UCLA Law Center for the Study of Mergers and Acquisitions, First Monday Forum (June 26, 2006)
  • Moderator, Disney-Ovitz telephone briefing, Practising Law Institute (2006)
  • Speaker, No More Mickey Mouse Minutes: The Importance of Board Documentation and Lessons Learned from the Disney/Ovit Decision, Association for Corporate Counsel Bay Area (December 2005)

Publications

  • Co-author, “Backdating and Spring-Loading Stock Options Judged in California and Delaware Courts,” Association of Business Trial Lawyers Report, Volume XXIX, No. 3 (Summer 2007)
  • Co-author, Creditor Suits Against LBOs
  • “Director Liability: Lessons Learned in the Wake of the Disney Litigation,” 8K Magazine (Winter 2005)
  • In re: Walt Disney Derivative Litigation (Ovitz): An Overview of the Trial,” Association of Business Trial Lawyers Report (May 2005)
  • Proxy Contests, Shareholder Proposals and Hostile Takeovers 2004 CLE Corporate Governance Conference (2004)
  • Selection and Use of a Scheduling Expert ABA Forum on the Construction Industry (1998)
  • Co-author, “PLI — Leveraged Acquisitions and Buy Outs 1996,” LBO Litigation: Litigation Strategies for LBO Transactions (1996)

Memberships

  • American Bar Association
  • Los Angeles County Bar Association
  • New York State Bar Association

Community Service

  • Advisory Board, Institute for Corporate Counsel, University of Southern California, Gould School of Law
  • Board of Directors of the Friends of the Los Angeles Law Library

Awards & Honors

  • Top Attorney in Corporate Litigation (Securities Litigation) — Super Lawyers Corporate Counsel Edition (2009)
  • Super Lawyers, Southern California, Securities Litigation (2007–2008, 2010–2013)
  • Super Lawyers, Corporate Counsel Edition, Securities Litigation (2009)

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