Mr. Palestina practices securities and other complex class action litigation. He focuses his practice on securities litigation involving mergers and acquisitions. In his capacity as a KSF partner, Mr. Palestina currently serves as lead, co-lead, or executive committee counsel in several ongoing M&A cases and has previously served in the same capacity in several successfully resolved M&A cases.
For example, Mr. Palestina took part in the successful resolution of In re EnergySolutions, Inc. Shareholder Litigation, Consol. C.A. 8203-YCG (Del. Ch. 2013), a securities class action involving claims for breach of fiduciary duties to shareholders relating to a proposed merger of nuclear energy related companies worth $1.1 billion ($375 million in proposed shareholder consideration), where there was a $0.40 price increase, which increased the consideration to shareholders by more than 10%, or approximately $38 million, and over 20 pages of additional disclosures to the proxy statement relating to process and pricing claims. More recently, Mr. Palestina served as one of three co-lead counsel in In re American Capital, Ltd. Shareholder Litigation, Case No. 422598-V (Circuit Court for Montgomery County, Maryland 2016), a securities class action involving claims for breach of fiduciary duty in connection with the sale of American Capital Ltd. against both American Capital’s board and senior officers and Elliott Management Corporation, the activist investor fund that agitated for the sale. Therein, Mr. Palestina was instrumental in obtaining a $17.5 million settlement from American Capital’s board members and officers and Elliott, in so doing defeating a motion to dismiss by Elliott and obtaining an unprecedented ruling that Elliott may be considered a controller and subject to entire fairness review at trial.
Several of Mr. Palestina’s current cases also implicate evolving and novel areas of corporate merger law. For example, in Helen Moore v. Macquarie Infrastructure and Real Assets, et al. (Cleco Corporation Merger), Case No. 251,417, c/q 251,456 and 251,515, Div. “C” (9th JDC, Louisiana, 2014), in which Mr. Palestina serves as one of two Interim Co-Lead Counsel, he was instrumental in securing a landmark Louisiana appellate decision finding that merger-related challenges are direct, and not derivative, in nature. Similarly, in Kenneth Riche v. James C. Pappas, et al. (U.S. Geothermal Merger), C.A. No. 2018-0177-JTL (Del. Ch. 2018), in which Mr. Palestina serves as counsel for the Plaintiff, Mr. Palestina is litigating one of the few merger challenges to survive a motion to dismiss post-Corwin. Finally, in Lisa Guzman v. Robert L. Johnson, et al. (RLJ Entertainment Merger), Case No. A-18-783643-B (Nevada Dis. Ct. 2018), in which Mr. Palestina again serves as counsel for the Plaintiff, Mr. Palestina is litigating whether Nevada’s “inherent fairness” standard survived the Nevada Legislature’s 2017 amendment of its business corporation laws.
Prior to joining KSF, Mr. Palestina clerked for the honorable Catherine D. Kimball, former Chief Justice of the Louisiana Supreme Court, and practiced law at a well-respected New Orleans litigation firm. While there, Mr. Palestina gained valuable trial experience, focused on complex commercial litigation, and represented a number of judges and his fellow lawyers regarding ethical issues before the State’s judicial and attorney disciplinary systems.