Stacey A. Greenspan

Associate

EDUCATION
  • University of Michigan
    B.A. 2001 - Phi Beta Kappa, graduated with honors
  • Temple University Beasley School of Law
    J.D. 2006
ADMISSIONS
  • Pennsylvania
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Stacey A. Greenspan, an associate of the Firm, concentrates her practice on merger and acquisition, shareholder derivative, and corporate governance cases.  Stacey works on case teams that represent individual and institutional shareholders, attaining significant financial recoveries on their behalf.

Stacey brings extensive trial experience to her practice.  An adept litigator, she has litigated hundreds of trials to verdict.  Before civil practice, Stacey served as an Assistant Public Defender in Philadelphia for almost a decade, representing juveniles and adults at bench and jury trials.  Stacey also worked at the Trial and Capital Habeas Units of the Federal Community Defender Office for the Eastern District of Pennsylvania throughout law school.     

Experience
Representative Outcomes
  • On May 25, 2021, Chancellor McCormick of the Delaware Court of Chancery approved the $15 million portion of a $90 million global settlement of Delaware and federal litigation challenging the January 4, 2016 merger of Towers Watson & Co. and Willis Group Holdings plc.  Both actions challenged the fairness of the merger based, in large part, on a six-figure compensation package that Towers’ chief negotiator, defendant John Haley, stood to earn at the post-merger entity, and hid from Towers’ board and stockholders.  The global resolution provides a $1.52 per share payment to the vast majority of former Towers stockholders who are members of the overlapping classes in the Delaware and federal actions.  The settlement consideration largely closes the gap on the high end of the price range that Haley unsuccessfully bid when he re-negotiated the merger’s original terms in order to secure stockholders’ approval of the unpopular deal. 

    The Delaware action was dismissed in July 2019, when then-Vice Chancellor McCormick concluded that Haley’s undisclosed compensation package was immaterial to Towers’ board and stockholders.  In June 2020, however, the Delaware Supreme Court reversed and remanded the action back to the trial court, holding that the Delaware plaintiffs had sufficiently plead that Haley breached his duty of loyalty by failing to disclose the compensation proposal and selling out Towers stockholders in the merger renegotiations.

    Lead counsel for plaintiffs in the Delaware action are Lee D. Rudy, Geoffrey Jarvis, J. Daniel Albert, Stacey A. Greenspan and Daniel Baker of Kessler Topaz Meltzer & Check, LLP.

  • On September 12, 2017, the Delaware Chancery Court approved one of the largest class action M&A settlements in the history of the Delaware Chancery Court, a $86.5 million settlement relating to the acquisition of ExamWorks Group, Inc. by private equity firm Leonard Green & Partners, LP.

    The settlement caused ExamWorks stockholders to receive a 6% improvement on the $35.05 per share merger consideration negotiated by the defendants. This amount is unusual especially for litigation challenging a third-party merger. The settlement amount is also noteworthy because it includes a $46.5 million contribution from ExamWorks’ outside legal counsel, Paul Hastings LLP.

  • On April 2, 2020, the Delaware Chancery Court approved a $22 million settlement on behalf of former stockholders of KCG Holdings, Inc. in connection with KCG’s acquisition by Virtu Financial, Inc. on July 20, 2017. As a result of the settlement, KCG stockholders received a significant improvement on the $20.00 per share transaction consideration.

    The settlement followed Kessler Topaz first securing expedited relief for KCG stockholders in the summer of 2017, before the stockholder vote on the transaction. Kessler Topaz challenged the negotiation process and asserted that KCG’s largest stockholder, Jefferies LLC, had reached an agreement with Virtu to support the acquisition in violation of Delaware’s anti-takeover statute. To resolve the expedited claims, the defendants agreed to modify the stockholder vote to seek approval of the transaction by a 66 2/3% supermajority vote of KCG stockholders, excluding Jefferies, and issued significant additional disclosures concerning the negotiation process.

Publication

Attorney General’s National Task Force on Children Exposed to Violence, Report of the Attorney General’s National Task Force, Defending Childhood: Protect, Heal, Thrive (2012).

Community Involvement

Saved Me Animal Shelter

Covenant House