Scott B. Luftglass

Scott B. Luftglass is a litigation partner and is the co-head of the Securities and Shareholder Litigation Practice. His practice focuses on representing corporations, boards of directors, special committees, financial advisors, senior management, and private equity funds in connection with securities litigation, corporate governance matters, significant corporate transactions, hostile and friendly takeovers, shareholder and derivative litigation, activism defense, and crisis management. Scott also represents clients in complex civil litigation, internal investigations, and regulatory matters.

Scott has represented clients in more than 175 public company mergers and acquisitions transactions (and related litigation) across a wide range of industries, including representing Apollo Global Management, AEA, H.J. Heinz Company, Roche, Shire, AstraZeneca, PepsiCo, Comcast, Knight Transportation, Sinclair Broadcast Group, Coach, ConAgra, Tyson Foods, TE Connectivity, SS&C Technologies, Aetna, Bob Evans, ExxonMobil, and Warner Chilcott. 

Scott 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. Scott 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. Mr. Luftglass also has extensive experience litigating matters under the federal securities laws, including 10b-5 stock-drop litigation.

Scott is a frequent speaker and participant at conferences and panels focused on mergers and acquisitions, corporate governance, and the federal securities laws. He has been a regular panelist at the Tulane University Law School Annual Corporate Law Institute, Harvard Law School Corporate Governance Roundtable, and PLI's Delaware Law Developments Seminar. He has also been a guest lecturer on mergers and acquisitions and litigation at Yale Law School, the University of Pennsylvania Law School, and Boston College.

Scott 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.

Scott is one of the lead authors of Takeover Defense, Mergers and Acquisitions (Wolters Kluwer 9th edition), a treatise widely recognized as a definitive legal resource in this area. Scott also 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 and updated annually. 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, Scott was counsel at an international law firm, and an associate at another large international law firm in New York.

Work highlights:

Companies and Boards in Connection with Litigation Challenging Public Company M&A Transactions:

• Sinclair Broadcast Group in various lawsuits following Tribune Media Company's termination of a proposed merger between the parties. Achieved a key dismissal for Sinclair in a federal securities class action.
• Four directors of Xerox in various lawsuits relating to the now-terminated merger of Fuji and Xerox.
• The Board of Directors of Bob Evans Restaurants in litigation challenging the sale of Bob Evans to Post Holdings.
• 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:

• Evercore Inc. in connection with litigation in the Delaware Court of Chancery between CBS Corp. and National Amusements, Inc.
• 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.