Ariel D. Multak

Associate

EDUCATION
  • The Johns Hopkins University
    B.A. with Honors, 2014
  • Fordham University School of Law
    J.D. 2018
ADMISSIONS
  • Pennsylvania
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Ariel D. Multak, an associate of the Firm, concentrates her practice in the areas of merger and acquisition litigation and shareholder derivative actions. Through her practice, Ariel helps institutional and individual shareholders obtain significant financial recoveries and corporate governance reforms.

While in law school, Ariel interned as a law clerk for the Hon. Robert J. Miller of the New York State Supreme Court, Appellate Division. Ariel also participated in Fordham Moot Court, served as Senior Notes Editor of the Fordham Journal of Corporate & Financial Law, and served on the board of the Fordham Business & Law Association.

Experience
Ongoing Cases
  • Kessler Topaz recently defeated efforts to dismiss litigation regarding Delek US Holdings, Inc. (“Delek”) and its 2017 squeeze-out of the public investors in Alon USA Energy, Inc. (“Alon”).

    Delek had become Alon’s controlling stockholder in 2015 when it purchased 48% of Alon’s common shares in a block sale from Alon’s then largest shareholder, Alon Israel. In that sale, Delek paid approximately $16.99 per Alon share. Ordinarily, Delaware law would prohibit Delek from acquiring the rest of Alon for a period of three years once Delek acquired an ownership stake that large. But instead, Alon’s board of directors approved the sale and shortened the statutory period from three years to one year. During that one year period, Delek was contractually required to not seek to acquire the remaining shares of Alon stock. However, after the merger of Alon into Delek was announced on January 3, 2017, the proxy revealed that almost immediately upon Delek’s block purchase of Alon stock, discussions ensued regarding a potential combination of the two companies.

    In fact, the proxy demonstrated that Alon’s board of directors immediately formed a special committee to evaluate an eventual combination of Alon and Delek. For months, the chairman of that special committee chased Delek for a deal, repeatedly bidding against itself. Ultimately, a merger was agreed to at an exchange ratio of 0.504 shares of Delek stock for each share of Alon stock, reflecting a value of $12.13 per Alon share, a significant discount to what Delek had paid for its initial stake.

    Believing the terms of the merger were the result of an unfair process and undervalued Alon’s common stock, Kessler Topaz initiated litigation alongside Delaware co-counsel in 2017. Defendants moved to dismiss the action in July 2018.

    The Court of Chancery denied defendants’ motions to dismiss on June 28, 2019. Nearly all of the claims asserted by Kessler Topaz survived. Also, because substantive merger negotiations began in the one-year period where Delek was contractually required to not seek to acquire the remaining shares of Alon stock, the Court of Chancery sustained plaintiffs’ statutory claims that the merger was invalid under Delaware law. This case is now set to move forward into discovery where Kessler Topaz will seek to prove that the merger was unfair for all of Alon’s former minority shareholders.

    Kessler Topaz recently defeated efforts to dismiss litigation regarding Delek US Holdings, Inc. (“Delek”) and its 2017 squeeze-out of the public investors in Alon USA Energy, Inc. (“Alon”).

    Delek had become Alon’s controlling stockholder in 2015 when it purchased 48% of Alon’s common shares in a block sale from Alon’s then largest shareholder, Alon Israel. In that sale, Delek paid approximately $16.99 per Alon share. Ordinarily, Delaware law would prohibit Delek from acquiring the rest of Alon for a period of three years once Delek acquired an ownership stake that large. But instead, Alon’s board of directors approved the sale and shortened the statutory period from three years to one year. During that one year period, Delek was contractually required to not seek to acquire the remaining shares of Alon stock. However, after the merger of Alon into Delek was announced on January 3, 2017, the proxy revealed that almost immediately upon Delek’s block purchase of Alon stock, discussions ensued regarding a potential combination of the two companies.

    In fact, the proxy demonstrated that Alon’s board of directors immediately formed a special committee to evaluate an eventual combination of Alon and Delek. For months, the chairman of that special committee chased Delek for a deal, repeatedly bidding against itself. Ultimately, a merger was agreed to at an exchange ratio of 0.504 shares of Delek stock for each share of Alon stock, reflecting a value of $12.13 per Alon share, a significant discount to what Delek had paid for its initial stake.

    Believing the terms of the merger were the result of an unfair process and undervalued Alon’s common stock, Kessler Topaz initiated litigation alongside Delaware co-counsel in 2017. Defendants moved to dismiss the action in July 2018.

    The Court of Chancery denied defendants’ motions to dismiss on June 28, 2019. Nearly all of the claims asserted by Kessler Topaz survived. Also, because substantive merger negotiations began in the one-year period where Delek was contractually required to not seek to acquire the remaining shares of Alon stock, the Court of Chancery sustained plaintiffs’ statutory claims that the merger was invalid under Delaware law. This case is now set to move forward into discovery where Kessler Topaz will seek to prove that the merger was unfair for all of Alon’s former minority shareholders.

  • Kessler Topaz is co-lead counsel in a derivative and class action on behalf of Tesla, Inc. and its minority stockholders challenging Tesla’s 2016 acquisition of SolarCity Corporation. Plaintiffs allege that the acquisition was essentially a bailout of the financially struggling SolarCity, which was founded and run by Elon Musk’s cousins. At the time of the acquisition, Elon Musk was Chairman of both Boards of Directors and the largest stockholder of both Tesla and SolarCity. Six of the seven members of Tesla’s Board of Directors, their family members and/or business partners were investors in SolarCity and therefore benefited from the acquisition, which allowed SolarCity to escape an impending threat of bankruptcy.

    First obtaining non-public books and records of Tesla relating to the acquisition, Plaintiffs filed an action in the Delaware Court of Chancery alleging that the Board’s approval of the acquisition constituted a breach of fiduciary duties and a waste of Tesla’s assets. On March 28, 2018, the Court denied defendants’ motion to dismiss, holding that it is reasonably conceivable that Elon Musk controlled Tesla’s Board of Directors in connection with the acquisition. The case will now proceed toward a trial on the merits.

Publication

The Big Patent Short: Hedge Fund Challenges to Pharmaceutical Patents and the Need for Financial Regulation, 23 Fordham J. Corp. & Fin. L. 301 (2017).

https://ir.lawnet.fordham.edu/jcfl/vol23/iss1/6/

Awards/Ranking

Legal Writing Award, Fordham University School of Law, 2016