Adam Slutsky

Representative matters include:

• Caribou Securities Class Action. Won dismissal with prejudice of securities class action under Section 11 of the Securities Act of 1933 based on successful argument to the Superior Court of California that the federal forum provision in Caribou’s charter was valid and enforceable. Plaintiffs alleged false and misleading statements in connection with clinical trials for the company’s lead product candidate
• Dutchie Corporate Governance Litigation. Represented Dutchie’s board of directors in connection with action under DGCL § 225 challenging the composition of the board and management team. Following successful preliminary motion practice, plaintiffs (who were former directors and officers) voluntarily dismissed the complaint with prejudice
• Valo Earnout Litigation. Won dismissal with prejudice of claim for specific performance of contractual obligation to use commercially reasonable efforts in connection with drug development
• BCA Joint Venture Dispute. Won jury trial on behalf of Boston Center for the Arts relating to claims, including breach of fiduciary duty and breach of contract, brought by a real-estate joint-venture partner
• Great Hill Transactional Litigation: After a trial in the Delaware Court of Chancery, on behalf of a private equity firm and a financial technology company that it purchased, successfully secured a fraud judgment against the former chief executive officer of the company and against other selling parties for breaches of the merger agreement. Previously had obtained significant ruling that a seller’s attorney-client privileged communications, including the seller’s privileged communications concerning the transaction, vest in the surviving corporation following the transaction unless the parties contractually agree otherwise. Adam and the rest of the Goodwin team were included in Law360’s “legal lions” list for their work on this matter
• Medidata Transactional Litigation: Won dismissal of claims for fraud and breach of fiduciary duty following a merger based on successful argument to the Business Litigation Session of the Massachusetts Superior Court that there was no duty to disclose alleged preliminary discussions or negotiations of that merger
• Esperion Derivative Litigation: Won dismissal with prejudice of breach of fiduciary duty claims in Delaware Court of Chancery against current and former directors and officers of Esperion Therapeutics in connection with oversight duties and allegedly misleading disclosures regarding interactions with FDA during the regulatory approval process for Esperion’s LDL-C lowering therapy. Successfully argued appeal to the Delaware Supreme Court
• Esperion Securities Class Action: Won dismissal with prejudice in the U.S. District Court of the Eastern District of Michigan of securities class action under Section 10(b) and Rule 10b-5 against clinical stage company (and certain of its officers and directors) focused on developing non-statin LDL-C lowering therapies. Plaintiffs alleged false and misleading statements in connection with clinical trials for the company’s lead product candidate
• SEC Enforcement Actions: Represented multiple life sciences companies in SEC investigations in connection with drug development and approval; resolved with SEC declining to bring enforcement actions
• Inotek Securities Class Action: Won dismissal with prejudice in the U.S. District Court for the District of Massachusetts of securities class action under Section 10(b) and Rule 10b-5 against life sciences company and its officers arising out of clinical-trial results for lead product candidate
• Zafgen Securities Class Action: Won dismissal with prejudice in the U.S. District Court for the District of Massachusetts—and affirmance by the U.S. Court of Appeals for the First Circuit—of securities class action under Section 10(b) and Rule 10b-5 against life sciences company and its CEO arising out of adverse events in clinical trial for lead product candidate
• Relmada Proxy Contest Litigation: Won temporary restraining order and preliminary injunction in the U.S. District Court for the District of Nevada against activist stockholder seeking board seats. The court enjoined activist from soliciting proxies using false and misleading statements in violation of Section 14(a) of the Securities Exchange Act of 1934. Relmada’s nominees defeated the activist’s efforts in the proxy contest following the injunction we obtained in favor of the company
• Dialogic Merger Litigation: Representation of the board of directors of Dialogic Inc. in connection with shareholder class action challenging the acquisition of Dialogic. Plaintiff voluntarily dismissed the complaint with no settlement
• Countrywide Securities Litigation: Representation of Countrywide Financial Corporation and its affiliates in a multidistrict litigation in California federal court involving, among other cases, lawsuits brought by the FDIC in its capacity as receiver for various failed banks. Won dismissal in numerous of these lawsuits on the grounds that the FDIC’s claims were untimely under federal law and state law statutes of limitations and repose

Adam is recognized by the Legal 500 for his work in M&A Litigation and Securities Litigation.