Rick S. Horvath
Partner | San Francisco
Rick S. Horvath

Rick Horvath advises boards of directors, special committees, significant investors, and public and private companies on the full spectrum of complex corporate governance matters. His practice is shaped by deep substantive expertise and a practical perspective — a combination that clients seek out on high-stakes governance challenges that are reputationally sensitive.

Mr. Horvath's practice encompasses boardroom conflicts, high-stakes operational decisions, activist defense, proxy contests, contested takeovers, corporate disclosures, and stockholder disputes. He has particular experience advising special committees and disinterested directors on related party transactions, controller transactions, and going-private transactions, where independent process and fiduciary rigor are essential. He regularly counsels clients on internal controls and the development and enhancement of governance documents and policies, and advises on bespoke governance arrangements for public and private companies, limited liability companies and limited partnerships. His clients span corporations, funds, institutional investors, and special committees across a broad range of industries.

Mr. Horvath's counseling is informed by extensive experience in high-stakes litigation. He has represented parties in scores of M&A litigation matters arising from transactions with combined values exceeding US$200 billion, more than a dozen oversight matters under the Caremark doctrine, contests for corporate control, challenges to stockholder rights plans, disputes involving board composition, special litigation committees and demand review committees, and appraisal proceedings. Mr. Horvath draws on this experience to guide clients on matters involving first impression in emerging areas of corporate law.

Mr. Horvath has developed a distinctive multi-jurisdictional practice, advising clients on governance questions across the key jurisdictions where major corporations, alternative investment vehicles, and statutory frameworks are increasingly concentrated.

Mr. Horvath was recently elected as a Fellow to the American College of Governance Counsel, a by-invitation fellowship that recognizes practitioners who have demonstrated sustained excellence and leadership in corporate governance. He frequently collaborates with practitioners at other leading firms on complex, high-profile governance matters, and is regularly consulted by clients and co-counsel on strategy and substantive law. 

Mr. Horvath regularly writes and speaks on governance topics. His work has been featured in the Harvard Law School Forum on Corporate Governance, The Legal 500, and Law360. He has spoken at programs including the Berkeley Fall Forum on Corporate Governance and the Annual West Coast M&A/Private Equity Forum, and has taught at Harvard Law School and UC Berkeley Law, where he serves as a recurring instructor alongside a sitting member of the Court of Chancery. His commentary has been sought by the Financial Times, Delaware Business Court Insider, and Law360, among other publications.

Mr. Horvath maintains an active pro bono practice, including advising The Posse Foundation on governance and related matters.

 

Representative Governance Experience

  • ValueAct Capital in connection with the management buyout of Topcon Corporation, which was effected through a tender offer launched by funds managed by Kohlberg Kravis Roberts & Co. L.P. 
  • The Special Committee of the Enfusion Inc. board of directors in connection with the $1.5 billion acquisition of Enfusion by Clearwater Analytics Holdings, Inc.
  • The Special Committee of the 23andMe Holding Co. board of directors in connection with a potential transaction.
  • Mount Logan Capital in connection with its combination with 180 Degree Capital Corp.
  • Lexmark International, Inc. and certain of its investors in connection with Lexmark’s acquisition by Xerox Holdings Corporation.
  • US Ecology Inc. in connection with its $2.2 billion sale to Republic Services Inc.
  • The founders of Sculptor Capital Management in a complex corporate governance matter in connection with the proposed sale of Sculptor to Rithm Capital Corp., including litigation in the Delaware Court of Chancery.
  • Energy Harbor on governance matters in connection with its $6.8 billion sale to Vistra Corp.
  • Barcoding Holdings, LLC, a portfolio company of Graham Partners, in connection with its merger with DecisionPoint Systems, Inc.
  • Advised Nocturne Acquisition Corp. in its proposed de-SPAC transaction with Cognos Therapeutics, Inc., and resolve stockholder demand for additional disclosures.
  • Emtec, Inc. in connection with its majority investment from Kelso & Company.
  • An investment manager and directors in connection with a potential transaction with a portfolio company.
  • An investment fund in connection with a proxy contest against a proposed recapitalization of a public company.
  • A Silicon Valley technology company in responding to a stockholder activist campaign.
  • Investment funds on corporate governance matters related to amendments to the funds' governing documents.

Sample Litigation Experience

  • Delta Dental of California in obtaining the dismissal of claims for breach of fiduciary duty against Delta Dental’s directors and officers.
  • The Walt Disney Company and certain of its current or former directors and officers in derivative litigation arising out of alleged recruiting practices.
  • The outside directors of PG&E Corporation and Pacific Gas & Electric Company in derivative litigation related to the San Bruno pipeline explosion.
  • The directors of Sempra Energy in stockholder derivative litigation for breach of fiduciary duty 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.
  • 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.

Includes matters handled at Dechert or prior to joining the firm.

  • “Rising Star,” Securities Litigation - Northern California Super Lawyers (2013 through 2017)
  • Named one of the “California Lawyer Attorneys of the Year” - The Daily Journal (2016)
  • Corporate Governance Roundtable – Harvard Law School (March 18, 2026) 
  • Vice Chancellor Will and Professor Solomon - Advanced Topics in Delaware Corporate Law (October 25, 2025)
  • M&A Litigation Class – Harvard Law School (September 9, 2025)
  • Corporate Governance Roundtable - Harvard Law School (June 25, 2025)
  • Transaction Workshop - Harvard Law School (April 14 & 15, 2025)
  • Corporate Governance Seminar - University of California College of Law - San Francisco (April 10, 2025)
  • Corporate Governance Roundtable - Harvard Law School (March 19, 2025)
  • The 2025 Incorporation Advice Memo - 2024 Berkeley Fall Forum on Corporate Governance, University of California Berkeley Center for Law and Business (November 12, 2024)
  • Vice Chancellor Will and Professor Solomon - Advanced Topics in Delaware Corporate Law (October 26, 2024)
  • Transaction Workshop - Harvard Law School (April 8 & 9, 2024)
  • HSU Untied Interview with Rick Horvath, Partner at Dechert — HSU Untied Podcast (February, 2024) 
  • Risky Business: Navigating ESG Risk and Opportunities in Middle Market Deals — The 2nd Annual West Coast M&A/Private Equity Forum, The Thomson Reuters Institute (September 28, 2023)
  • ESG at Center Stage — Virtual California Investment Management Symposium, Dechert LLP, Webinar (October 27, 2021)
Services
    • Lehigh University, B.A., 1999
    • Lehigh University, M.S., 2001
    • University of Pennsylvania Law School, J.D., 2004
    • California
    • Delaware

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