Freshfields successfully defeated a shareholder’s effort to challenge a $2.9 billion dollar take-private merger between Sumitovant Biopharma Limited (Sumitovant, n/k/a Sumitomo Pharma America Inc.) and Myovant Sciences Limited (Myovant) by obtaining dismissal, with prejudice, of all claims in the Plaintiff’s class action complaint.

In the matter Zappia v. Myovant Sciences Ltd., et al, No. 1:2023-cv-08097 (S.D.N.Y. Dec. 28, 2023), Plaintiff alleged that Myovant’s proxy statement seeking approval of the transaction was materially false and misleading because it failed to disclose “actual” or “potential” conflicts on the part of the deal counsel that represented the special committee of Myovant’s board of directors that negotiated the approved the merger. Freshfields moved to dismiss arguing that the proxy was accurate, any alleged misstatements or omissions were not material, and that Plaintiff had failed to meet other requirements of his claim.  After hearing oral argument on December 12, Judge Rakoff granted Freshfields’ motion on December 28, dismissing all claims with prejudice.

The Freshfields team included partners David Yury Livshiz and Boris Feldman, counsel Peter J. Linken and associates Elena Hadjimichael, Nathan A. Hembree, Abby Kritta, Jake Rothstein, and Raul Orozco.