Business Litigation, Commercial Litigation, Corporate Litigation, Investment Management
Delaware, New Jersey, Pennsylvania
Wilmington, DE
Dickinson School of Law
Bucknell University
R. Montgomery ("Monty") Donaldson is the Responsible Partner in the Delaware office of Montgomery, McCracken, Walker & Rhoads, LLP and the chair of the firm's Business Litigation Practice Group.
Mr. Donaldson's practice focuses on governance counseling and commercial and business litigation, with an emphasis on cases involving complex business transactions, corporate governance, securities, and special proceedings under the Delaware General Corporation Law and alternative entity laws.
Mr. Donaldson represents corporations, officers, individual directors and director committees, and sophisticated investors in prosecuting and defending shareholder class and derivative litigation. These cases typically involve fiduciary duty claims, concern a wide array of interested and third party transactions, and are litigated in the Delaware Court of Chancery and the Federal District Court for the District of Delaware. Mr. Donaldson also has provided representation in the context of special proceedings under the Delaware General Corporation Law and alternative entity laws. Representative cases include: AIG Corp. Consol. Derivative Litig., C.A. No. 769-N (Del. Ch. 2004) (defense of former CEO of Gen Re in connection with shareholder derivative claims); Ortsman v. ADESA, et al., C.A. No. 2670-VCL (Del. Ch. 2007) (representation of Adesa's CEO, COB and CFO against shareholder breach of fiduciary duty claims arising from private equity acquisition transaction); In re Compucom Systems, Inc. Stockholders Litig., C.A. No. 499-N, 2005 WL 2481325 (Del. Ch. Sept. 29, 2005) (defense of special committee in connection with shareholder breach of fiduciary duty claims); Teachers' Retirement System of Louisiana v. Scrushy, C.A. No. 20529, 2004 WL 423122 (Del.Ch. March 2, 2004) (defense of former HealthSouth director in connection with direct and derivative shareholder claims); In re Cal-Maine Foods, Inc. Shareholders Litig., C.A. No. 20507 (Del. Ch. 2003) (representation of sophisticated shareholder group challenging proposed freeze-out transaction); Hanover Direct Sh'holder Litig., Cons. C.A. No. 1969-CC (Del. Ch. 2007) (representation of sophisticated shareholder group in connection with breach of fiduciary duty claims and statutory appraisal action arising from private equity acquisition); Miron v. Microsoft Corp., et al., C.A. No. 1149-CC (Del. Ch. 2005) (defense of corporation and board designees in connection with direct and derivative shareholder claims); Encompass Services Holding Corp. v. Prosero Inc., C.A. No. 578-N, 2005 WL 332810 (Del. Ch. Feb. 3, 2005) (statutory shareholder appraisal action); Sicking v. JetStar Holdings, Inc., C.A. No. 2232-N (Del. Ch. 2006) (statutory shareholder appraisal action). Mr. Donaldson also has provided governance counseling to directors in connection with change in control transactions.
Prior to joining Montgomery McCracken, Mr. Donaldson served as Lead Counsel under the provisions of the Private Securities Litigation Reform Act of 1995, representing institutional investors and shareholder classes in, among others, In re Dollar General Sec. Litig. and In re DaimlerChrysler Sec. Litig., the latter concerning the 1998 trans-Atlantic merger transaction between the former Chrysler Corporation and Daimler-Benz AG. The settlements obtained in some of the cases in which Mr. Donaldson has been involved were among the largest obtained in comparable securities litigation. In addition to class claims, Mr. Donaldson represented a $120 billion state pension fund in opt-out litigation involving federal securities and state fraud claims arising from a $58 billion merger creating at the time the largest U.S. banking operation. This matter settled at a substantial premium over the per share settlement obtained on behalf of the class.
In the area of commercial litigation, Mr. Donaldson has provided representation in the context of joint venture disputes, attempts to pierce the corporate veil, contract disputes and alleged business torts arising in the context of asset sale agreements and other business transactions. Some of the commercial disputes in which Mr. Donaldson has provided representation have involved foreign business entities. Mr. Donaldson also has defended consumer fraud and product liability class actions filed throughout the United States. Representative cases include: Olson v. Microsoft Corp., et al., C.A. No. 06C-01-355 (Del. Super. 2006) (defense of corporation in connection with contractual employment claims); CertainTeed Corp. v. Celotex Corp., C.A. No. 471-N (Del. Ch. 2004) (defense of seller corporation and related entities in connection with claims arising from asset acquisition transaction); Trull v. Microsoft Corp., C.A. No. 97CH3140 (Cook Co., Ill., Chanc. Div. 1997) (defense of corporation against consumer class action).
In the field of cultural antiquities, Mr. Donaldson was one of three attorneys representing a team of distinguished scientists who successfully challenged the United States government's intended disposition of nine thousand year-old human remains in the internationally publicized "Kennewick Man" litigation, featured on NOVA ("Mystery of the First Americans") and the Discovery Channel ("Discover Magazine: The Earliest Immigrants"). Mr. Donaldson also represented the interests of the Ethnic Minority Council of America in supporting the federal Bureau of Land Management's decision against repatriating ancient mummified remains and cultural items in the equally controversial "Spirit Cave Mummy" litigation in the Federal District Court for the District of Nevada.
Mr. Donaldson has had articles published in The Delaware Journal of Corporate Law (Mapping Delaware's Elusive Divide: Clarification and Further Movement Toward a Merits-based Analysis for Distinguishing Derivative and Direct Claims in Agostino v. Hicks and Tooley v. Donaldson, Lufkin & Janrette, Inc. (30 Del. J. Corp. L. 389 2005)), The Delaware Law Weekly ("Toward a Merits-Based Analysis of Derivative vs. Direct Claims"), GC Mid-Atlantic ("Distinguishing the Derivative From the Direct"), Financier Worldwide (issue 55, July 2007) ("Managing Conflicts of Interest and Attendant Litigation Risks in the Brave New World of Private Equity Acquisitions"), and The Legal Intelligencer, Corporate Governance Suppl., and Pennsylvania Law Weekly (November, 2007) ("Managing Conflicts of Interest and Mitigating Litigation Risks in Private Equity Transactions").
Mr. Donaldson is a member of the Delaware State Bar Association Executive Committee and the Corporation Law and Commercial Law Sections of the Delaware Bar Association.
Mr. Donaldson is admitted to practice in Delaware, Pennsylvania and New Jersey.
Mr. Donaldson received his B.A. in 1987 from Bucknell University and a J.D. in 1991 from The Dickinson School of Law, where he was a Senior Editor of The DICKINSON LAW REVIEW.