Heyman Enerio Gattuso & Hirzel LLP

05/12/2026

HEGH swag!

04/28/2026

From Executive Director Mandy Santiago: Magical Moments at the Museum...

We are thrilled to announce that Heyman Enerio Gattuso & Hirzel LLP is returning as a Diamond-level sponsor for the Museum's largest fundraiser of the year: Wine & Dinosaurs on September 27, 2026!

And a huge shout-out to Kurt Heyman and Anne Steadman for renewing their support of the ever-popular Wall of Wine!

If you know Kurt and Anne, then you know they are great people...fabulous hosts...and extraordinary champions of the Museum.
Our sincere thanks and appreciation for making this fun and mission-driven event possible!

03/06/2026

HEGH in the News!

https://news.bloomberglaw.com/delaware-brief/intel-ceo-lutnick-commerce-sued-over-10-stake-sale-to-us?utm_source=rss&utm_medium=DENW&utm_campaign=0000019c-beae-d230-afde-bfeec2b90001

Howard Lutnick, Intel CEO Sued Over Firm’s Sale of 10% to US
Mike Leonard

Senior Legal Reporter

An Intel Corp. investor sued CEO Lip-Bu Tan and US Commerce Secretary Howard Lutnick on Thursday over the chipmaker’s unprecedented sale of a 10% stake to the federal government last year.

The lawsuit was filed under seal in Delaware’s Chancery Court, but an attached public filing says it seeks “monetary relief” for fiduciary breaches by the tech giant’s senior leaders. The shareholder suit also names the Commerce Department as a defendant, according to the case docket.

Neither Intel nor the agency immediately responded to requests for comment Thursday.

The unorthodox stock sale in August reflected the increasingly heavy-handed economic approach deployed by President Donald Trump, whose boasts about dealmaking prowess have long formed a centerpiece of his political identity. The US Supreme Court last month rejected his declaration of an economic emergency justifying broad import tariffs, prompting the president to swiftly seek other means of imposing them.

The president’s interventionist instincts have been at their most aggressive when he can tie them to a security rationale. At the time of the Intel transaction, the Trump administration characterized a US stake in the beleaguered semiconductor firm—America’s largest—as a matter of national security. The Pentagon last month moved to designate Anthropic PBC a “supply-chain risk” after the AI giant pushed for some guardrails around military use of its technology.

Although the shareholder complaint against Tan and Lutnick isn’t yet public, another related court filing says available information—including the company’s regulatory filings and statements by Trump—suggests the government may have pressured Intel into handing over a 10% stake for a fraction of its market value.

Trump posted online in August that “I PAID ZERO FOR INTEL, ITS WORTH APPROXIMATELY 11 BILLION DOLLARS.” Intel’s own accounting disclosures acknowledged that it “allocated $5.81 per share for the 275,000,000 shares of Intel common stock issued to the DOC” at a time when they traded at $24.80, according to the court filings.

Skadden Link
According to one of those related court filings, public information indicates much or most of the price paid by the government for its stake actually came from billions it was already set to pay Intel anyway in connection with preexisting research and development grants.

The per-share figure appears to have been reverse-engineered by “dividing the disbursements (i.e., amounts awarded (but not yet paid) to Intel pursuant to the direct funding agreement and the secure enclave award commitment) by the number of shares of Intel’s common stock that would represent a 9.9% ownership interest,” the document says.

The lawsuit appears to target sections of the stock agreement pledging the government’s support for Intel’s sitting directors in any board election. Those provisions likely make a successful proxy contest impossible, according to the public filing.

The document also suggests the shareholder suit may seek to link the transaction to a $100 million pro bono agreement between the administration and Skadden, Arps, Slate, Meagher & Flom LLP, a leading white-shoe law firm that advised Intel on the stock sale.

Skadden didn’t immediately respond to a request for comment Thursday.

It’s one of a handful of major law firms that reached preemptive, widely criticized accords with Trump after he issued punitive executive orders against several others. Thursday’s court filing refers to Skadden as “potentially conflicted” by virtue of its pro bono deal with the administration.

Each of the four firms targeted by Trump’s orders prevailed against them in court, a wave of challenges that culminated in a bizarre spectacle earlier this week, when the Justice Department said it would drop its appeals and then reversed course.

The shareholder complaint will likely be unsealed next week under court rules that provide five days to redact confidential information.

The Intel investor, Richard Paisner, is represented by Heyman Enerior Gattuso & Hirzel LLP.

The case is Paisner v. Tan, Del. Ch., No. 2026-0307, complaint filed under seal 3/5/26.

An incorrect AI summary previously at the top of this story was removed.

(Updates with additional details from available filings and context.)

An Intel Corp. investor sued CEO Lip-Bu Tan and US Commerce Secretary Howard Lutnick on Thursday over the chipmaker’s unprecedented sale of a 10% stake to the federal government last year.

12/15/2025

Happy Holidays from HEGH! We are the music makers, and we are the dreamers of dreams!

Each year, we spread a little holiday cheer with our unique greeting cards. Check out our Holiday Card 2025.

12/12/2025

Congratulations to our newest partner, Gillian Andrews!

12/08/2025

12/03/2025

Since February 2022, Samuel T. Hirzel and Gillian L. Andrews of HEGH have represented notable adventurers, Barry Clifford and the late Robert Lazier, related to their discovery, excavation, and preservation of the only confirmed pirate shipwreck in the world, Captain “Black Sam” Bellamy’s Whydah Gally. See https://www.discoverpirates.com/ for additional information on this fascinating project.

HEGH defended Clifford and Lazier’s estate against claims brought by a former consultant and stockholder, Paul Buddenhagen, involving a 2018 merger and corporate actions taken decades earlier. After trial, the Court of Chancery rejected all of Buddenhagen’s non-merger claims and declined to award any damages on the merger claims. Instead, the Court of Chancery rescinded the merger placing Maritime Exploration, Inc. stockholders back in the position they were in before the merger – a remedy advocated for by Defendants (and resisted by Buddenhagen). See Buddenhagen v. Clifford, 2024 WL 2106606 (Del. Ch. May 10, 2024).

Displeased with the outcome of trial, Buddenhagen appealed. On December 2, 2025, the Delaware Supreme Court summarily affirmed the Court of Chancery’s post-trial Opinion, concluding more than six years of litigation between the parties.

08/22/2025

We are proud to announce the inclusion of all six of our Partners, one Counsel, and one Associate in Best Lawyers® and Ones to Watch® for 2026!

04/03/2025

HEGH in the News!

https://www.law360.com/delaware/articles/2319952?nl_pk=e79b864e-8eac-4ad0-8937-c48631e241d2&utm_source=newsletter&utm_medium=email&utm_campaign=delaware&utm_content=2025-04-03&read_more=1&nlsidx=0&nlaidx=0

Endeavor-Silver Lake Deal Sparks Over $1B In Appraisal Suits
By Jeff Montgomery ·

Law360 (April 2, 2025, 5:03 PM EDT) -- A growing number of investors in recently taken-private sports and entertainment giant Endeavor Group Holdings have sued in Delaware's Court of Chancery for a post-deal appraisal of more than $1 billion in stock based on the deal price as of Wednesday, challenging the $27.50 per share paid by private equity firm Silver Lake.

The claims for court appraisal — expected to increase in number by those close to the current cases — hit the court days after Silver Lake's March 25 closing on its Endeavor acquisition, in a deal described by the parties as having a $13 billion equity value and a $25 billion enterprise value.

"I expect this to be the biggest appraisal proceeding in the history of the Delaware courts by a significant margin," said A. Thompson Bayliss of Abrams & Bayliss LLP, counsel to many of the stockholders seeking appraisal. "This deal made a lot of sense for Silver Lake and the buy-side entities. For exactly the same reason, it did not make a lot of sense for minority investors."

Silver Lake declined to comment Wednesday.

In all, more than 40 million public shares were up for appraisal in the combined Court of Chancery cases as of Wednesday, with more expected to follow.

Silver Lake on March 3 blasted signs of an "appraisal arbitrage" effort, alleging "pervasive trading" by hedge funds after the deal was announced had driven Endeavor's price up. In a statement, the private equity firm declared that "appraisal entitles dissenters to the fair value of their Endeavor shares, not to amounts attributable to artificial inflation" by way of arbitrage.

"Against this backdrop, Silver Lake hereby advises all dissenters that it does not intend to pay them any merger consideration at closing — nor at any time until there is full resolution with respect to such appraisal claims — consistent with its rights under Delaware law," it said.

It could not immediately be determined how many Silver Lake and Endeavor insiders themselves had bought into the deal.

The cases, cumulatively, already amount to one of the largest appraisal moves in state history — and the largest since Delaware lawmakers amended the state's General Corporation Law in 2016 to discourage speculative litigation.

Driving the changes in 2016 were criticisms that investors at times acquired shares in order to gamble that an undervalued deal would, after litigation, earn them the higher price retroactively, with interest at the state's statutory rate of 5% over the Federal Reserve discount rate, including any surcharges, compounded quarterly.

At issue to date in the Endeavor suits are more than 33 million shares listed to multiple holders, ranging in share amounts from 110,000 shares held by Fifth Lane Partners Fund LP to 8.5 million held by two funds of HBK Capital. That total represents only about 90% of the Endeavor Class A shares.

The suits hit the court about a week after the deal's closing, with Heyman Enerio Gattuso & Hirzel LLP and Ronick Kramer Sadighi LLP representing six petitioners with about 15.8 million shares and Abrams & Bayliss LLP representing eight others with more than 17 million shares.

Under the deal, Endeavor will remain the privately held parent of publicly held TKO, which owns World Wrestling Entertainment, Ultimate Fighting Championship and other interests.

Bayliss said TKO's public trading price on the March 24 closing suggested the deal was materially underpriced, without accounting for other price and process issues "and complications that seem likely to come to light in discovery."

After Silver Lake locked in the price it would pay to minority holders, Bayliss said, Endeavor "began monetizing assets, including via related party transactions, crystallizing the value of EDR's portfolio, all before the management-led acquisition closed. Free of conflicts, EDR and Silver Lake might have executed a similar playbook on behalf of all stockholders."

Endeavor is a global sports and entertainment company that includes entertainment agency WME and sports operations, event management, media production distribution and brand licensing through IMG.

It also provides live events and hospitality through On Location and operates the cultural marketing agency 160over90 as well as sports data and technology venture OpenBet, while also holding a majority interest in TKO Group Holdings.

The cases steered by Samuel T. Hirzel II and Brendan Patrick McDonnell of Heyman Enerio Gattuso & Hirzel LLP and Lawrence M. Rolnick and Steven M. Hecht of Rolnick Kramer Sadighi LLP include HBK Rodeo MS Ltd. and HBK Rodeo V2 Ltd, case number 2025-0340; Nineteen77 Global Merger Arbitrage Japan Ltd. et al., case number 2025-0341; HBK Rodeo MS Ltd. and HBK Rodeo V2 Ltd., case number 2025-0340; Nineteen77 Global Merger Arbitrage Japan Ltd. et al., case number 2025-0341; KL Special Opportunities Master Fund Ltd., case number 2025-0342; Cigogne Management SA on Behalf of Cigongne Fund-M&A Arbitrage and Cigogne Ucits-M&A Arbitrage, case number 2025-0343; North Commerce Parkway Capital LP and RK Trading I LLC, case number 2025-0344; and Fifth Lane Partners Fund LP, case number 2025-0345, all in the Court of Chancery of the State of Delaware.

The multiplaintiff LMR Multi-Strategy Master Fund Ltd. et al. v. Endeavor Group Holdings Inc., case number 2025-0326, is steered by A. Thompson Baylis, April M. Ferraro and Michael T. Manuel of Abrams & Bayliss LLP.

The parties FourWorld Special Opportunities Fund LLC, FW Deep Value Opportunities Fund I LLC, FMAP ACL Ltd., Athos Asia Event Driven Master Fund, BlueHarbour MAP I LP, 405 ACM Ltd., JD Squared Capital LLC and Hudson View Capital LLC are represented by A. Thompson Baylis, April M. Ferraro and Michael T. Manuel of Abrams & Bayliss LLP.

Fifth World Partners Fund LP is represented by Samuel T. Hirzel II and Brendan Patrick McDonnell of Heyman Enerio Gattuso & Hirzel LLP and Lawrence M. Rolnick and Steven M. Hecht of Rolnick Kramer Sadighi LLP.

Counsel information for Endeavor and Silver Lake was not immediately available.

--Editing by Philip Shea.

A growing number of investors in recently taken-private sports and entertainment giant Endeavor Group Holdings have sued in Delaware's Court of Chancery for a post-deal appraisal of more than $1 billion in stock based on the deal price as of Wednesday, challenging the $27.50 per share paid by privat...

10/03/2024