Rick S. Horvath focuses his practice on corporate governance matters, acting as a trusted advisor for boards of directors, significant investors and public companies on a range of critical issues, including activist campaigns, contested corporate takeovers and corporate disclosures. Mr. Horvath regularly advises companies and their boards on navigating board conflicts, operational decisions, board-level internal controls and the enhancement of corporate governance documents and policies.
An experienced litigator, Mr. Horvath has also acted as lead counsel and second chair counsel for public companies, directors, officers and investors in corporate governance disputes and other complex commercial matters in courts across the United States. In addition, he has represented companies and directors in connection to stockholder demands, internal investigations and special litigation committees. Mr. Horvath is also experienced in responding to matters before the Securities and Exchange Commission and the Financial Industry Regulatory Authority.
Mr. Horvath’s litigation matters include instances involving fiduciary duties, derivative claims, proxy claims, merger litigation, securities fraud, disputes related to limited partnerships and LLC memberships, books and records demands, and commercial and contract disputes.
- ValueAct Capital Management, L.P., and its chief executive officer as first chair counsel before the Eastern District of Virginia and the U.S. Court of Appeals in a federal securities class action arising out of the US$18 billion merger of equals between Towers Watson & Co., and Willis Group Holdings plc.
- ValueAct Capital Management, L.P., and its chief executive officer as first chair counsel before the Delaware Court of Chancery and the Delaware Supreme Court in a stockholder class action arising out of the US$18 billion merger of equals between Towers Watson & Co., and Willis Group Holdings plc.
- A private equity fund and its portfolio company as first chair counsel in resolving disclosure claims, appraisal claims, and books and records litigation related to a take private transaction.
- An investment fund as first chair counsel related to an activist campaign against a proposed recapitalization.
- Two hedge funds as first chair counsel in litigation related to a books and records demand.
- The Walt Disney Company and certain of its current or former directors and officers before the Northern District of California and the U.S. Court of Appeals for the Ninth Circuit in derivative litigation arising out of alleged recruiting practices.
- A Silicon Valley technology company in successfully resolving a stockholder demand related to the company's employment agreements and policies.
- An entertainment company in successfully resolving a stockholder demand for corporate books and records.
- Investment funds on corporate governance matters related to amendments to the funds' governing documents.
- A Silicon Valley technology company in responding to a stockholder activist campaign.
- The outside directors of PG&E Corporation and Pacific Gas & Electric Company in the Northern District of California, California Superior Court, and California Court of Appeal in derivative litigation related to the San Bruno pipeline explosion.
- The directors of Sempra Energy in stockholder derivative litigation before the Southern District of California and the California Superior Court alleging claims for breach of fiduciary duty arising out of a gas leak at the Aliso Canyon storage facility.
- The chief executive officer of Sempra Energy in a stockholder class action alleging violations of the federal securities laws arising out of a gas leak at the Aliso Canyon storage facility.
- The directors of Hewlett-Packard Company in numerous derivative and securities litigation matters, including matters related to the departure of a former chief executive officer of HP, alleged violations of federal laws or regulations, and HP's US$11.7 billion acquisition of Autonomy Corporation plc.
- Chevron Corporation in derivative litigation related to alleged violations of the False Claims Act.
- The directors of Cost Plus, Inc., in defeating a motion to enjoin the US$550 million acquisition of Cost Plus by Bed, Bath & Beyond in a stockholder class action before the Northern District of California.
- Arden Group and its board of directors in obtaining the dismissal of a stockholder class action challenging the US$394 million acquisition of Arden by TPG Capital LP.
- An investment firm in obtaining the dismissal of a stockholder class action challenging the going-private transaction for United PanAm Financial Corp.
- Permira Advisers LLC and its affiliates in obtaining the dismissal of stockholder class actions challenging the US$440 million acquisition of Renaissance Learning, Inc., by Permira.
- The National Football League in litigation related to Super Bowl 50.
- An investment firm in resolving claims related to a non-disclosure agreement.
- The Posse Foundation in providing general legal advice as part of his pro bono representation.
- Obtained a precedent-setting decision from the Third Circuit Court of Appeals in a pro bono representation of two families challenging prayer practices in a public school district.
Includes matters handled at Dechert or prior to joining the firm.
- Lehigh University, B.A., 1999
- Lehigh University, M.S., 2001
- University of Pennsylvania Law School, J.D., 2004