R. Brian Timmons

LOS ANGELES - R. Brian Timmons is Quinn Emanuel's global head of complex litigation and the chair of its investment fund litigation practice. He regularly represents private equity and venture capital firms, as well as their portfolio companies. His cases often turn on issues involving corporate finance, corporate governance or esoteric accounting issues. "It's a lot of fun," he said.

Over the last couple of years, however, he has noticed an uptick in two types of cases: those called busted deals, such as when one side pulls out of a planned merger, and corporate governance disputes, such as board-level power struggles over control.

He definitely is handling more of both types now than before the pandemic. "I've asked myself, is this a fallout from the pandemic," he said. "There's definitely a correlation, but it's not systemic."

In September, Timmons filed a lawsuit in Delaware's Chancery Court in a "busted-deal" case that has drawn extensive media interest. He represents BitGo Inc., a custodial service akin to a bank to hold cryptocurrencies. In 2021, the company agreed to be acquired by investment management company Galaxy Digital for $1.2 billion. "At the time it was announced, it was the largest merger in the crypto industry ever done," he said.

Before it could be completed, however, the "crypto winter" downturn in the industry began. Galaxy Digital suffered steep losses and canceled the deal. But it refused to pay BitGo the agreed-upon $100 million termination fee. The case is pending. Bitgo Holdings Inc. v. Galaxy Digital Holdings Ltd, C.A. 2022-0808-JTL (Del. Ch. Ct., filed Sept. 13, 2022).

Last spring, Timmons represented the executive chairman of Aerojet Rocketdyne Inc. in a boardroom and courtroom battle with the CEO over the company's future following a failed merger with Lockheed. The eight-member board was evenly split. In a trial, Timmons won an injunction prohibiting the CEO from using company resources to wage a proxy fight. In Re: Aerojet Rocketdyne Holdings Inc., 2022-0127 (Del. Ch. Ct., filed Feb. 7, 2022).

Nonetheless, when the shareholders voted a few weeks after the trial, they favored the CEO. "We won a complete victory [in court]," he said. "We couldn't control the outcome ... but we could make sure it was a fair fight, and that's what we tried to do."

Other cases fit neither category. He did very well for his client Source Photonics in a mid- 2021 arbitration hearing. The former CEO and COO had sued claiming the private fiber optics company had triggered certain stock option rights belonging to senior executives. If they were right, it could have cost the company as much as $70 million. But the arbitration panel rejected most of the claims and awarded the executives only $700,000.

That was less than the company had offered as a settlement, so the panel also awarded Source Photonics its costs.