Scott B. Luftglass

Scott B. Luftglass

  • Partner
  • Litigation
  • New York
  • T:   +1.212.859.8968
  • F:   +1.212.859.4000
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Scott B. Luftglass is a litigation partner, resident in the New York Office. His practice focuses on representing corporations, boards of directors, special committees, financial advisors, senior management, and private equity funds in connection with corporate governance matters, significant corporate transactions, hostile and friendly takeovers, shareholder and derivative litigation, and crisis management. Mr. Luftglass also represents clients in complex civil litigation, internal investigations, and regulatory matters.

Mr. Luftglass has represented clients in more than 140 public company mergers and acquisitions transactions (and related litigation) across a wide range of industries, including representing H.J. Heinz Company, Roche, Shire, AstraZeneca,  PepsiCo, Comcast, Knight Transportation, Sinclair Broadcast Group, Coach, ConAgra, Tyson Foods, TE Connectivity, SS&C Technologies, Aetna, ExxonMobil, and Warner Chilcott. 

Mr. Luftglass also regularly counsels global investment banks in transactions and litigation, including JPMorgan, Morgan Stanley, Greenhill, Lazard, Centerview, Evercore, and Macquarie.

These representations include advising clients on critical corporate governance matters, strategy, and risk management and mitigation. Mr. Luftglass has extensive experience defending clients facing shareholder class actions and derivative actions in the Delaware Court of Chancery and in other state and federal courts. He also frequently represents clients in internal investigations and insider trading inquiries in response to shareholder demands and SEC, FINRA, and other governmental inquiries.

Mr. Luftglass is a frequent speaker and participant at conferences and panels focused on mergers and acquisitions and corporate governance. He has been a repeat panelist at the Tulane University Law School Annual Corporate Law Institute and a guest lecturer on mergers and acquisitions and litigation at Yale Law School, the University of Pennsylvania Law School, and Boston College.

Mr. Luftglass serves on the Board of Advisors for the NYU Law Institute for Corporate Governance and Finance and on the Board of Advisors for the Penn Law Institute for Law and Economics.

Mr. Luftglass co-authored the chapter titled Mergers and Acquisitions in Business and Commercial Litigation in Federal Courts, Fourth Edition, a treatise released by Thomson Reuters in December 2016. In addition, he often authors articles concerning significant developments in the Delaware courts, mergers and acquisitions litigation, and corporate governance.

Prior to joining Fried Frank in 2016, Mr. Luftglass was counsel at Davis Polk & Wardwell LLP and an associate at Wachtell, Lipton, Rosen & Katz in New York.

Selected Representations

Companies and Boards in Connection with Litigation Challenging Public Company M&A Transactions:
  • H.J. Heinz Company in its sale to Berkshire Hathaway Inc. and 3G Capital, Inc.
  • Roche Holding AG in its acquisitions of InterMune Inc., Genentech Inc., Ventana Medical Systems, Inc., and Anadys Pharmaceuticals Inc.
  • Shire plc in its acquisitions of NPS Pharmaceuticals Inc. and ViroPharma Inc.
  • Bio-Reference Laboratories, Inc. in its sale to Opko Health, Inc.
  • Comcast Corp. in its proposed acquisition of Time Warner Cable, Inc.
  • Aetna, Inc. in its acquisition of Humana Inc.
  • AstraZeneca plc in its acquisitions of Amylin Pharmaceuticals, Inc. and Omthera Pharmaceuticals, Inc.
  • Tyson Foods, Inc. in its acquisition of The Hillshire Brands Company
  • SS&C Technologies Holdings, Inc. in its acquisition of Advent Software, Inc.
  • Warner Chilcott plc in its sale to Actavis plc
  • Thomas & Betts Corp. in its sale to ABB Ltd.
  • Smith & Nephew plc in its acquisition of ArthoCare Corp.
  • ConAgra Foods, Inc. in its acquisition of Ralcorp Holdings, Inc.
  • TE Connectivity Ltd. in its acquisitions of Measurement Specialties, Inc. and ADC Telecommunications, Inc.
  • Exxon Mobil Corp. in its acquisition of XTO Energy Inc
  • PepsiCo Inc. in its acquisitions of The PepsiCo Bottling Group, Inc. and PepsiAmericas Inc.
Investment Banks in Connection with Litigation Challenging Public Company M&A Transactions:
  • Morgan Stanley in the sales of The Shaw Group Inc., NYSE Euronext Inc., Obagi Medical Products, Inc., and Rentech, Inc.
  • J.P. Morgan Securities in the sales of Zale Corp., Jo-Ann Stores, Inc., and Jos. Bank Clothiers, Inc.
  • Greenhill & Co. in the sales of GFI Group Inc., ISTA Pharmaceuticals, Inc, and Ramtron International Corp.
  • Lazard Ltd in the sales of UNS Energy Corp., Integrys Energy Group, Inc., and Pepco Holdings, Inc.
  • Centerview Partners LLC in the merger of H.J. Heinz Company and Kraft Foods Group, Inc.
  • Macquarie Group Limited in the sales of M*Modal Inc. and Harris Interactive, Inc.

Bar Admissions/Licensed Jurisdictions

New York; US District Courts for the Southern and Eastern Districts of New York
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