Carrols: $18.2 Million Cash Recovery
Plymouth County Retirement Association v. Restaurant Brands International Inc., C.A. No. 2024-1030-JTL (Del. Ch.)
As Co-Lead Counsel, Andrews & Springer secured an $18.2 million cash recovery for Carrols Restaurant Group, Inc. stockholders. The action alleged that Carrols’ controlling stockholder and certain directors and officers breached their fiduciary duties by using the controller’s influence to coerce the Special Committee into recommending—and Carrols’ stockholders into approving—a sale to Restaurant Brands International Inc. at an unfair price.
Tesla: $55 Billion Judgment After Trial
Tornetta v. Musk (Tesla, Inc.), C.A. No. 2018-0408-KSJM (Del. Ch.)
Andrews & Springer, on behalf of stockholder Richard Tornetta, challenged Elon Musk’s then-historic 2018 CEO pay package and stock option grant by the board of directors of Tesla to Musk which exceeded $50 billion. The suit alleged Musk controlled Tesla, the directors were conflicted, the grant was not fair, and that the proxy was materially misleading. In a landmark ruling, after trial, the Court of Chancery ordered rescission of the $53 Billion grant because of the proven breaches of duties of the board of directors to the stockholders of Tesla. On December 19, 2025, the Supreme Court of Delaware affirmed the Chancery Court’s ruling that the Tesla board of directors breached its fiduciary duty in awarding the historic pay package, but reversed the Court’s remission remedy and instead awarded nominal damages and a reduced attorneys’ fee award.
Dell: $1 Billion Recovery
In re Dell Technologies Inc. Class V Stockholders Litigation, C.A. No. 2018-0816-JTL (Del. Ch.)
On behalf of Dell Class V stockholders, Andrews & Springer challenged the Company’s forced conversion of its VMware tracking stock for common stock and cash. We brought claims for breach of fiduciary duty against Dell’s controllers and directors, as well as advisor Goldman Sachs, alleging the special committee tasked with negotiating the deal was conflicted, used conflicted advisers, and allowed the Company’s controlling stockholders to cram through a deal unfair to Class V stockholders. We pushed the case to the eve of trial before settling for a $1 billion cash recovery—the largest ever settlement in Court of Chancery history.
NCI Building Systems: $100 Million Recovery
Voigt v. Metcalf (NCI Building Systems), C.A. No. 2018-0828-JTL (Del. Ch.)
Andrews & Springer challenged NCI’s merger with Ply Gem. We brought claims for breach of fiduciary duty against NCI’s directors, officers, and controlling stockholder, alleging that the controller orchestrated the merger of its two portfolio companies for its benefit at the expense of NCI’s minority stockholders. Following extensive discovery, we secured a $100 million settlement on behalf of the NCI.
Southern Copper Corporation: $50 Million Recovery
Lacey v. Mota-Velasco (Southern Copper), C.A. No. 11779-VCG (Del. Ch.)
Andrews & Springer challenged Southern Copper’s sale of power plant subsidiary MGE. We brought claims for breach of fiduciary duty against Southern Copper’s directors and controlling stockholder, as well as related contract claims, alleging the company sold MGE to its controller on unfair terms and entered into related contracts designed to siphon profits away from the company at the expense of minority stockholders. After substantial discovery, we secured a $50 million settlement for the benefit of the company.
AVX: $49.9 Million Recovery
In re AVX Corp. Stockholders Litigation, C.A. No. 2022-1046-SG (Del. Ch.)
On behalf of a class of AVX stockholders, Andrews & Springer challenged the forced squeeze out of AVX’s minority stockholders by its controlling stockholder, Kyocera. We brought claims for breach of fiduciary duty against the company’s directors and controlling stockholder, alleging that Kyocera worked with conflicted directors and management to opportunistically time the squeeze out to unfairly disadvantage public stockholders. Following discovery, we achieved a $49.9 million settlement for minority stockholders.
TD Ameritrade: $31.5 Million Recovery
Hawkes v. The Toronto-Dominion Bank (TD Ameritrade), C.A. No. 2020-0360-PAF (Del. Ch.)
On behalf of TD Ameritrade stockholders, Andrews & Springer challenged Charles Schwab’s acquisition of the TD Ameritrade. We brought claims for breach of fiduciary duty against the company’s controlling stockholder, TD Bank, as well as its directors and officers, alleging TD Bank extracted nonratable benefits from the deal in the form of an insured deposit account agreement at the expense of public stockholders. We also alleged that Charles Schwab aided and abetted those breaches. Following document discovery and motion practice, we secured a $31.5 million settlement on behalf of the class.
Diamond Resorts: $25.5 Million Recovery
Appel v. Berkman (Diamond Resorts International), C.A. No. 12844-VCS (Del. Ch.)
On behalf of a class of stockholders, Andrews & Springer challenged the all-cash sale of Diamond Resorts to private equity firm Apollo Global Management. We brought claims for breach of fiduciary duty against the company’s board of directors, as well as against Apollo for aiding and abetting those breaches, alleging Apollo utilized a conflicted special committee and misleading proxy to secure an opportunistically timed sale at the expense of company stockholders. After obtaining reversal of an initial dismissal in the Delaware Supreme Court, we pursued substantial discovery before obtaining a $25.5 million settlement for the class.
Pandora Media: $23.5 Million Recovery
Tornetta v. Maffei (Pandora Media), C.A. No. 2019-0649-KSJM (Del. Ch.)
On behalf of Pandora stockholders, Andrews & Springer challenged the sale of Pandora to SiriusXM. We brought claims for breach of fiduciary duty against the Pandora board, as well as SiriusXM for aiding and abetting, alleging SiriusXM pressured Pandora into a hasty sale that was unfair for minority stockholders and lacked essential protections for the company. We pushed the case to the eve of trial before settling for $23.5 million on behalf of the class.
Fidelity National Financial: $20 Million Recovery
City of Miami General Employees’ Retirement Trust v. Foley (Fidelity National Financial), C.A. No. 2020-0650-KSJM (Del. Ch.)
Andrews & Springer challenged Fidelity National Financial’s (“FNF”) merger and acquisition of FGL Holdings. We brought claims for breach of fiduciary duty against the FNF board of directors, alleging FNF’s founder and chairman, William Foley, orchestrated the deal with another related company through a conflicted board and special committee to enrich himself at the expense of FNF. After we filed suit, we worked with a special litigation committee formed to investigate the allegations, ultimately obtaining a $20 million recovery for the company as well as significant corporate governance reforms.