Certain Directors of Pride International successfully defended against shareholder derivative litigation relating to alleged Foreign Corrupt Practices Act violations and shareholder claims challenging proposed merger with Ensco

Client(s) Certain Directors of Pride International, Inc.

Jones Day successfully defended certain directors of Pride International, Inc. against shareholder derivative claims for breach of fiduciary duties relating to alleged Foreign Corrupt Practices Act (FCPA) violations, and against shareholder claims in Delaware state court and Texas state and federal courts challenging Pride's proposed $7.3 billion merger with Ensco plc. Plaintiffs initially alleged that Pride's directors breached their fiduciary duties by failing to provide sufficient oversight of the company's international operations, but amended their petition after the proposed merger of Pride and Ensco plc was announced. Plaintiffs in Delaware also filed suit challenging the proposed merger arguing that the merger process was unfair, the merger price was too low, and the disclosures relating to the merger were inadequate. Jones Day and other defense counsel resolved the consolidated Delaware claims with no change in the merger consideration and obtained the plaintiff's consent to dismiss the state court claims in Texas.

Ferguson v. Raspino, Consolidated No. 2010-23805 (Dist. Tex., Harris Cty.); In Re Pride International, Inc. Shareholders Litigation, Consolidated C.A. No. 6201-CS (Del. Ch.)