Justin O. Reliford

Partner

EDUCATION
  • Williams College
    B.A. 2003
  • University of Pennsylvania Law School
    J.D. 2007
ADMISSIONS
  • Pennsylvania
  • New Jersey
  • USDC, Eastern District of Pennsylvania
  • USDC, District of New Jersey
  • USDC, Western District of Michigan
  • USCA, Third Circuit
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Justin O. Reliford, a partner of the Firm, concentrates his practice on merger and acquisition litigation and shareholder derivative actions. Justin joined the firm in 2011, after several years practicing as a management-side labor, employment and ERISA litigator.  Justin has extensive experience counseling clients through complex litigation matters, including nationwide class, collective and representative actions. 

Since joining KTMC, Justin has worked on case teams that have secured considerable financial recoveries for public stockholders and other corporate constituents.  Justin has likewise helped achieve significant corporate governance reforms at publicly traded companies across the country.  Justin has a firm belief in the value of strong corporate governance and a passion for protecting the rights of public investors.  

Experience
Ongoing Cases
  • On January 31, 2018, Xerox announced that it had agreed to sell majority control of Xerox to Fujifilm in exchange for Fujifilm’s controlling interest in a joint venture owned by Fujifilm and Xerox.  Kessler Topaz initiated an action in the New York Supreme Court on behalf of Iron Workers District Council of Philadelphia & Vicinity Benefit and Pension Plan (“Iron Workers”) seeking to enjoin the transaction, which provided no control premium to Xerox shareholders, while significantly overvaluing Fujifilm’s 75% interest in the joint venture. 

    Following several weeks of expedited discovery and a two-day preliminary injunction hearing, on April 27, 2018, Justice Barry R. Ostrager issued an order enjoining Xerox or Fujifilm from taking any further action to consummate the transaction.  Justice Ostrager accepted the overwhelming majority of facts alleged by Iron Workers and other suing shareholders, which included Darwin Deason – Xerox’s third largest shareholder – who was likewise seeking to re-open the director nomination period to run a full competing slate of alternative directors for election at Xerox’s upcoming 2018 Annual Meeting. 

    Among other things, Justice Ostrager determined that Xerox’s “hopelessly conflicted” CEO, Jeffrey Jacobson, “collaborated with Fuji[film] to make himself indispensable to the transaction” after learning that the Xerox board was actively searching for his replacement.  Justice Ostrager further found that Mr. Jacobson “was consistently acting without the knowledge of the entire Xerox Board,” as the majority of directors were unaware that Mr. Jacobson continued to negotiate the transaction after the board unanimously determined that he should stop discussing the potential transaction with Fujifilm.  Justice Ostrager held that the full board likely breached its fiduciary duties by failing to properly oversee Mr. Jacobson’s negotiations with Fujifilm and for ultimately acquiescing to the unfair transaction that Mr. Jacobson negotiated.  

    The law and shareholders alike presume that corporate fiduciaries act in good faith to protect shareholders’ best interests.  This injunction confirms that corporate fiduciaries should and must be held accountable when they put their interests ahead of the interests of the shareholders they are supposed to serve.

Representative Outcomes
  • Kessler Topaz, as co-lead counsel, challenged the take-private of Arthrocare Corporation by private equity firm Smith & Nephew.

    This class action litigation alleged, among other things, that Arthrocare’s Board breached their fiduciary duties by failing to maximize stockholder value in the merger. Plaintiffs also alleged that that the merger violated Section 203 of the Delaware General Corporation Law, which prohibits mergers with “interested stockholders,” because Smith & Nephew had contracted with JP Morgan to provide financial advice and financing in the merger, while a subsidiary of JP Morgan owned more than 15% of Arthrocare’s stock. Plaintiffs also alleged that the agreement between Smith & Nephew and the JP Morgan subsidiary violated a “standstill” agreement between the JP Morgan subsidiary and Arthrocare. The court set these novel legal claims for an expedited trial prior to the closing of the merger. The parties agreed to settle the action when Smith & Nephew agreed to increase the merger consideration paid to Arthrocare stockholders by $12 million, less than a month before trial.

  • Kessler Topaz served as Co-lead counsel in this shareholder class and derivative action, challenging the acquisition of real estate investment trust Cole Real Estate Investments, Inc. by fellow REIT American Realty Capital Properties, Inc.

    Plaintiffs challenged the Cole directors’ decision to approve the acquisition or “internalization” of Cole’s external manager, which was owned by Cole insiders, as they alleged that it diverted potential merger consideration in the ARCP transaction from Cole’s public shareholders to the company’s insiders. After securing expedited proceedings, Kessler Topaz engaged in expedited discovery and sought to enjoin the multi-billion dollar transaction. The night before the preliminary injunction hearing was scheduled before the Court, Kessler Topaz reached agreement with defendants to settle the litigation, securing $64 million in value for Cole shareholders and providing for significant additional disclosures concerning the transaction so that Cole shareholders could make a fully informed decision on whether to approve the merger. Following the settlement and the close of the transaction, ARCP publicly disclosed massive accounting issues that affected the value of the stock portion of the consideration paid in the transaction. As a result, Kessler Topaz renegotiated the settlement agreement to ensure that Cole shareholders would not be foreclosed from pursuing additional remedies against ARCP in connection with their accounting issues that had reduced the value of the consideration paid to Cole shareholders in the merger.

  • On August 27, 2015, Vice Chancellor J. Travis Laster issued his much-anticipated post-trial verdict in litigation by former stockholders of Dole Food Company against Dole’s chairman and controlling stockholder David Murdock.

    In a 106-page ruling, Vice Chancellor Laster found that Murdock and his longtime lieutenant, Dole’s former president and general counsel C. Michael Carter, unfairly manipulated Dole’s financial projections and misled the market as part of Murdock’s efforts to take the company private in a deal that closed in November 2013. Among other things, the Court concluded that Murdock and Carter “primed the market for the freeze-out by driving down Dole’s stock price” and provided the company’s outside directors with “knowingly false” information and intended to “mislead the board for Mr. Murdock’s benefit.”

    Vice Chancellor Laster found that the $13.50 per share going-private deal underpaid stockholders, and awarded class damages of $2.74 per share, totaling $148 million. That award represents the largest post-trial class recovery in the merger context. The largest post-trial derivative recovery in a merger case remains Kessler Topaz’s landmark 2011 $2 billion verdict in In re Southern Peru.

  • Kessler Topaz served as co-lead counsel in class action litigation arising from Globe’s acquisition by Grupo Atlantica to form Ferroglobe.

    Plaintiffs alleged that Globe’s Board breached their fiduciary duties to Globe’s public stockholders by agreeing to sell Globe for an unfair price, negotiating personal benefits for themselves at the expense of the public stockholders, failing to adequately inform themselves of material issues with Grupo Atlantica, and issuing a number of materially deficient disclosures in an attempt to mask issues with the negotiations. At oral argument on Plaintiffs’ preliminary injunction motion, the Court held that Globe stockholders likely faced irreparable harm from the Board’s conduct, but reserved ruling on the other preliminary injunction factors. Prior to the Court’s final ruling, the parties agreed to settle the action for $32.5 million and various corporate governance reforms to protect Globe stockholders’ rights in Ferroglobe.

  • Kessler Topaz served as co-lead counsel in expedited merger litigation challenging Harleysville’s agreement to sell the company to Nationwide Insurance Company. Plaintiffs alleged that policyholders were entitled to receive cash in exchange for their ownership interests in the company, not just new Nationwide policies.

    Plaintiffs also alleged that the merger was “fundamentally unfair” under Pennsylvania law. The defendants contested the allegations and contended that the claims could not be prosecuted directly by policyholders (as opposed to derivatively on the company’s behalf). Following a two-day preliminary injunction hearing, we settled the case in exchange for a $26 million cash payment to policyholders.

  • Kessler Topaz represented the Iowa Public Employees Retirement System as Co-Lead Counsel in a certified class action challenging a brazen insider trading scheme by Valeant Pharmaceuticals to tip Bill Ackman’s hedge fund Pershing Square Capital (“Pershing”) that it intended to launch a hostile takeover attempt to buy rival pharma company Allergan. The case was brought on behalf of Allergan investors who sold stock while Pershing was buying on the basis of this inside information. After three years, Kessler Topaz settled the case just weeks before trial (set for January 2018) for $250 million. At the final approval hearing, U.S. District Judge David O. Carter commented as follows about the litigation and the efforts of plaintiffs’ counsel: “Let me just humbly say, it’s been quite a walk. It has been an extraordinary unique case and extraordinarily well litigated.”

Speaking Engagements

Faculty Member – Pennsylvania Bar Institute’s “Best Practices in Pre-Trial Litigation in the Federal Courts II” (2013) 

Awards/Ranking

Super Lawyers Magazine (Pennsylvania) Rising Star 

Membership

Pennsylvania Bar Association 

Community Involvement

Philadelphia Diversity Law Group

St. Rose of Lima School Advisory Board