Mark E. McDonald’s practice focuses on commercial litigation and arbitration, including in disputes involving mergers and acquisitions, securities, and financial institutions.

Mark joined the firm in 2011.

Notable Experience

Securities and M&A Litigation

  • National Amusements Inc. (NAI), Shari Redstone, and Sumner Redstone in Delaware litigation against CBS Corporation and certain members of its board of directors concerning CBS’s attempt to dilute NAI’s voting control of CBS, ending in a favorable settlement rescinding a proposed dilutive stock dividend and the dismissal of all claims

  • Kindred Healthcare in successfully defeating a motion for preliminary injunction in connection with its merger with TPG, Humana and Welsh, Carson

  • Controlling stockholder Danfoss in litigation challenging the fairness of its $700 million acquisition of minority shares of Sauer-Danfoss

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Commercial Litigation

  • Several banks in various lawsuits brought under the Anti-Terrorism Act alleging the banks provided material support to terrorist organizations by providing wire transfers to charities or sanctioned entities

  • J. Aron (the commodities trading arm of Goldman Sachs) in litigation brought by oil producers claiming liens in oil they sold to SemGroup, which traded oil and derivatives with J. Aron; won summary judgment in the bankruptcy court, which was affirmed by the district court and by the U.S. Court of Appeals for the Third Circuit

  • Barclays in litigation brought by party claiming title to securities Barclays acquired from Lehman Brothers in its bankruptcy sale; won summary judgment in the bankruptcy court, which was affirmed by the district court and by the U.S. Court of Appeals for the Second Circuit

  • Brazilian commercial real estate company in successfully moving to dismiss two separate lawsuits in New York state court relating to a brokerage commission and a lease dispute

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International Arbitration

  • Tatneft in proceedings to enforce a $112 million arbitral award against Ukraine in Washington, D.C. federal court

  • Latin American affiliates of international oil and gas companies in an ICC arbitration in New York relating to a dispute under a gas sales agreement

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Selected Activities

  • Notes Editor, Law Review, New York University School of Law
  • Member, Second Circuit Courts Committee of the Federal Bar Council

Publications

Developments in M&A Litigation (with Meredith Kotler), The Review of Securities & Commodities Regulation, April 24, 2019

Target’s Termination of Merger Agreement Approved Based on Plain Contract Language, (with David Gelfand and Paul Shim), republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation, March 18, 2019

Re: Xura Decision – Are Non-Director Officers Protected by Business Judgment Rule? (with Arthur H. Kohn, Ashley Powell, Vanessa Richardson, and Julia M. Rozenblitt), The Conference Board, January 14, 2019

Corwin Cleansing Denied For Company Sold During Restatement Process—Sound Familiar, (with Meredith Kotler, Roger Cooper, and Kal Blassberger), November 27, 2018, (republished in the Harvard Law School Forum on Corporate Governance and Financial Regulation on December 16, 2018)

Claim Against Target CEO Survives Dismissal, While Aiding and Abetting Claim Against Private Equity Buyer is Dismissed (with Meredith E. Kotler, Roger A. Cooper, and April Collaku), December 13, 2018 (republished in the Harvard Law School Forum on Corporate Governance and Financial Regulation on January 13, 2019)

Delaware Decision Provides Further Lessons for Directors, Activist Investors, and Financial Advisors in Negotiating Mergers (with Meredith E. Kotler, Roger A. Cooper, and Kal Blassberger), October 17, 2018 (republished in the Harvard Law School Forum on Corporate Governance and Financial Regulation on November 7, 2018)

Lessons from the CBS-NAI Dispute: When (If Ever) Will the Court of Chancery Grant a TRO To Restrain a Controlling Stockholder From Taking Action to Prevent a Board From Diluting Its Voting Control? (with Meredith E. Kotler), October 15, 2018 (republished in the Harvard Law School Forum on Corporate Governance and Financial Regulation on October 29, 2018)

Akorn v. Fresenius: A MAC in Delaware (with David Leinwand and James E. Langston), October 11, 2018 (republished in Law360 on October 12, 2018)

Delaware Court of Chancery Finds Fair Value in Appraisal Case To Be Unaffected Market Price (with Meredith Kotler and Vanessa Richardson), February 21, 2018

Delaware Supreme Court’s Dell Decision Further Reduces Appraisal Risks for Buyers (with Victor Lewkow and Meredith Kotler), December 18, 2017 (republished in the Harvard Law School Forum on Corporate Governance and Financial Regulation on December 19, 2017)

“Recent Delaware Opinions Shake Up Appraisal Litigation” (with Meredith Kotler and Vanessa Richardson), Law360, August 11, 2017

Delaware Supreme Court Declines To Establish A Presumption In Favor Of Deal Price In Appraisal Actions—Or Did It? (with Meredith Kotler and Vanessa Richardson), August 8, 2017

Chancery Finds Fair Value To Be Less Than Half Merger Price (with Meredith Kotler and Vanessa Richardson), August 1, 2017 (republished in the Harvard Law School Forum on Corporate Governance and Financial Regulation on August 14, 2017 and in Transaction Advisorsin October 2017)

Chancery Court Suggests that Rights Offerings May Limit Liability in Transactions with Controlling Stockholders(with Meredith Kotler), June 7, 2017 (republished in the Harvard Law School Forum on Corporate Governance and Financial Regulation on June 16, 2017)

Acting SEC Chair’s Steps to Centralize the Process of Issuing Formal Orders—Are Commentators Drawing the Right Lessons? (with Matthew Solomon, Lisa Vicens, and Alexander Janghorbani), February 28, 2017 (republished in the Harvard Law School Forum on Corporate Governance and Financial Regulation on March 13, 2017)

Chancery Court Invalidates Bylaw Purporting to Shift Litigation Expenses onto Stockholders Who Violate a Valid Forum-Selection Bylaw (with Meredith Kotler), January 9, 2017

Chancery Court Rejects Disclosure-Only Settlement, Suggests in Future Such Settlements Will Be Approved Only in Narrow Circumstances (with Meredith Kotler), January 25, 2016

“‘Conflict-of-Interest Fraud’ after Skilling,” Criminal Law Journal, Spring 2011