Barnes & Noble’s Landmark Poison Pill Trial Decision Affirmed

On March 3, 2011, the Delaware Supreme Court affirmed the August 12, 2010, decision of the Court of Chancery of the State of Delaware in favor of Cravath client Barnes & Noble, Inc., upholding the Company’s poison pill. On May 6, 2010, certain member funds of the Yucaipa companies, which are controlled by Ronald M. Burkle, brought a lawsuit challenging the Company’s adoption and maintenance of a poison pill. Following a four-day trial in July 2010, the Court rejected all of the Plaintiffs’ claims and upheld the Company’s poison pill in a landmark decision under Delaware Law. The plaintiffs appealed the Court’s ruling. After hearing arguments on March 2, 2011, the Delaware Supreme Court affirmed the Court of Chancery’s decision in a summary order filed the next day.

The Cravath litigation team included partner Kevin J. Orsini and associates Jefferson E. Bell and Margaret T. Segall. Cravath’s corporate department advised Barnes & Noble on the adoption of the shareholder rights plan.