William A. Clareman

A group of secured lenders owed $100 million by dolphin park owner Leisure Investment Holdings LLC said in court filings Nov. 25 that its liens over the debtor's assets are senior to a judgment creditor and the group should be given an early win in the lien dispute. In their motion for summary judgment and accompanying memorandum of law, secured lenders Prudential Insurance Company of America and Cigna Health and Life Insurance Company say they have a valid senior lien on the assets of the debtor tied to a 2019 note purchase agreement and subsequent amendments, and that judgment creditor Tradewinds Ltd. hasn't adequately demonstrated that its liens extend to the same collateral. Tradewinds secured a nearly $4 million arbitration judgment against the debtor's ultimate parent company, Controladora Dolphin SA de CV, in 2017 and subsequently registered that judgment in Florida court and with the Florida Department of State, granting it a lien over the personal property of that entity located within Florida, the secured lenders argued. "It is valid only as to Controladora's personal property in Florida—it does not extend to real property or other asset types, liens upon which must be perfected through procedures that Tradewinds has not pursued," the memorandum said. "Thus, Tradewinds' claim that it has a 'valid, fully perfected, and enforceable lien' against Controladora's property in Florida, personal property or otherwise, is patently false." The dispute focuses on whether Tradewinds' lien extends over the real property of Controladora and its subsidiaries that includes four marine parks owned and operated by the debtors. The lenders say they have valid, senior secured liens over those assets and Tradewinds doesn't, and even if Tradewinds did have liens over such property, they would be junior to the lenders' claims. Leisure Investment Holdings, an affiliate of Mexico-based The Dolphin Co., filed for bankruptcy in March with between $100 million and $500 million in debt. The company, which has 30 dolphin and marine parks in eight countries, has since secured $129 million in debtor-in-possession financing to maintain operation while it pursues a sale of its U.S. assets. A $4.55 million sale of one of those marine parks — Gulf World in Panama City, Florida — received bankruptcy court approval in late October, and a $6.1 million sale of the Marineland facility in St. Augustine likewise was approved in mid-November, according to court filings. Representatives for the parties did not immediately respond late Wednesday to requests for comment. Prudential and Cigna are represented by Scott D. Cousins and Ann M. Kashishian of Lewis BrisboisBisgaard & Smith LLP and Paul J. Keenan Jr., John R. Dodd, Kevin Whittam, Blaire Cahn and Benjamin Davis of Baker & McKenzie LLP. Tradewinds is represented by William D. Sullivan and William A. Hazeltine of Sullivan Hazeltine Allinson LLC and J. Andrew Fine of FineCounsel. The adversary case is Tradewinds Ltd. v. Controladora Dolphin SA de CV, et al., case number 1:25-ap-51024, and the bankruptcy case is In re: Leisure Investments Holdings LLC et al., case number 1:25-bk-10606, both in the U.S. Bankruptcy Court for the District of Delaware.

Nov 26

2 min

A former CEO at WPP Media, the company that produces reality television hit "Love Island," has filed a $100 million suit claiming he was pushed out of the firm after he raised concerns about billing practices he called "unsustainable, unlawful and a significant threat to the company." Richard Foster, who led WPP's Motion Content Group, said the media giant consolidated the buying power of its clients to secure volume-based discounted deals from vendors. But instead of passing back those discounts to the clients, the deals were "turned into a non-disclosed profit center," according to the suit, filed in New York County Supreme Court. Foster said his division was one of the company's most successful and high-profile divisions — it co-produced and co-financed thousands of television series around the world, including "Love Island" and the documentary "Group Therapy." And he said he intentionally built the division to operate independently of WPP's "improper inventory and rebate practices." For one, Foster established a team "to partner with local markets to vet and approve content investments to ensure deals were structured in compliance with contractual and regulatory obligations," the complaint states. Foster also told executive leadership that the rebate-driven deals were unsustainable and unlawful, he said. By Foster's estimates, the company improperly retained roughly $1.5 billion to $2 billion, he said. "Rather than address these issues, WPP executives cut Foster out of deals, marginalized him, and ultimately terminated him and his team to cover up their own improper practices," the suit states. William A. Brewer III, counsel for Foster, said in a statement provided to Law360 Friday that his client "devoted nearly two decades to helping build one of the world's most successful media and entertainment creation operations." "When he stood up for transparency and accountability at WPP, he was let go," Brewer said. "This case will shine a light on systemic misconduct and the retaliation faced by an executive who refused to go along to get along." WPP didn't immediately respond to a request for comment late Friday. However, a WPP spokesperson said in a statement provided to the Los Angeles Times that the company is aware of the suit "filed by a former employee who was let go in a recent organizational restructuring." "The court has not yet made any findings in relation to the allegations and we will defend them vigorously," the spokesperson said. According to the suit, filed Nov. 11, WPP controls billions of dollars in client spending each year. Its GroupM division, which recently rebranded to WPP Media, controlled $60 billion of client advertising spend making it the largest media buyer in the world, Foster said. GroupM was launched to consolidate the media buying power of WPP clients, Foster said. That consolidation provided a competitive advantage of clients by leveraging their combined spend to secure the volume-based discounts, he said. "These discounts may take the form of cash, free or discounted inventory, or other services provided at little or no cost, functioning as financial rewards from media vendors to large buyers like GroupM based on the total volume of client advertising placed through them," Foster said. Notably, the discounts weren't passed back to clients, he said. "Although WPP publicly touts a 'client-first' ethos and claims 'zero tolerance' for corrupt and unethical practices, in reality a significant share of its profits comes from leveraging client spend to extract rebates, media inventory, and other financial incentives that benefit WPP at the expense of the very clients whose funds make them possible," Foster said. And WPP protects this hidden profit stream by punishing those who speak up, Foster said. That's what happened to Foster, who spent 17 years at the company before being terminated, the suit states. Foster is alleging retaliation and wrongful termination. He's seeking at least $100 million in punitive damages plus unspecified compensatory damages, back pay, civil penalties and reasonable attorney fees. Foster is represented by William A. Brewer III and William A. Brewer IV of Brewer Attorneys & Counselors. Counsel information for the defendants wasn't immediately available Friday. The case is Richard Foster v. WPP PLC et al., case number 659721/2025, in New York Supreme Court for New York County.

Nov 14

3 min

Paul, Weiss secured the dismissal of a lawsuit asserting claims for abuse of process, conspiracy and other torts against our clients, an ad hoc group of bondholders of Mexican oil services company Oro Negro. The plaintiffs—former Oro Negro executives—are defendants in criminal proceedings in Mexico, but are fugitives in the United States. The plaintiffs have alleged in a series of lawsuits that these criminal proceedings were the result of a vast conspiracy by the defendants and various Mexican officials. New York Supreme Court Justice Gerald Lebovits dismissed the action on the grounds of forum non conveniens, finding that the dispute should be heard in Mexico because it centers on actions taken in Mexico by Mexican citizens and authorities, is governed by Mexican law, and overlaps with ongoing Mexican proceedings. He also found there was no personal jurisdiction in New York over three bondholder defendants. The Paul, Weiss team in the New York state lawsuit included restructuring partner Andrew Rosenberg and litigation partners William Clareman, who argued the motion, and Aidan Synnott and counsel Robert O’Loughlin.

Nov 20

1 min

The liquidating trustee for bankrupt drug developer Tricida has filed a complaint in U.S. Bankruptcy Court for the District of Delaware accusing seven former executives and directors, along with an investment firm, of systematically stripping more than $740 million in corporate assets through insider trading, self-approved bonuses and a deliberate failure to protect valuable tax attributes before its 2023 collapse. Filed Nov. 10 by trustee Jackson Square Advisors LLC, the complaint alleges that Tricida Inc.'s leadership breached fiduciary duties of care, loyalty and good faith in late 2022 by reopening a trading window that allowed investment firm and largest shareholder OrbiMed Advisors LLC to dump its shares, triggering an ownership change under the Internal Revenue Code that wiped out $740 million in net operating losses. The move limited the company's ability to write down certain future tax liabilities. According to Jackson Square, those tax assets were central to any viable restructuring or sale but were sacrificed while the board simultaneously approved $2.4 million in bonuses for top officers. The trustee frames the conduct as a deliberate, value-destroying scheme. "This case is about how Tricida's former officers and directors breached their fiduciary duties to Tricida by wrongfully allowing insiders to sell Tricida's stock and paying themselves millions of dollars in bonuses so that they could make as much money as possible," the trustee said in the complaint. Tricida filed for Chapter 11 protection in January 2023 with roughly $350 million in debt after its kidney disease drug Veverimer failed a critical clinical trial in late 2022. As part of the case, U.S. Bankruptcy Judge John Dorsey rejected the company's initial plan in May 2023 because its opt-out structure attempted to bind shareholders to third-party releases despite their receiving no recovery. Tricida later sold Veverimer to Texas-based Renibus Therapeutics in two public auctions, with contingent consideration of up to $152.75 million. The filing centers on two coordinated actions taken in November 2022: authorizing the officer bonuses and reopening the insider trading window, both allegedly engineered by OrbiMed's board representatives, defendants David Bonita and Klaus Veitinger. The trustee argues that on Nov. 15, 2022, Tricida's officers formally confirmed that its trading window must remain closed while the company explored a sale or restructuring. But allegedly "just six days later, after being pestered to open the trading window for weeks by Tricida's largest shareholder OrbiMed," the officers reversed course and allowed directors to trade. OrbiMed immediately sold its entire position, allegedly with full knowledge that the sale would eliminate Tricida's accumulated net operating losses. The trustee asserts that this decision "decimated" the company's primary asset and directly precipitated Tricida's bankruptcy filing six weeks later, all without any board-level attempt to monetize or preserve the net operating losses in a strategic transaction. The trustee's complaint also focused on executive compensation, saying that on the same day the window was supposed to remain closed, the board approved $2.4 million in officer bonuses, exceeding 100% of annual base salary. The trustee calls the payments value-destroying and entirely nonstrategic. "There was zero business purpose for these bonuses and Tricida got no value for them," the trustee said, emphasizing that Tricida ultimately liquidated its remaining assets in bankruptcy for only $480,000, less than a quarter of the bonus payout. Counts in the complaint assert breaches of fiduciary duty, corporate waste and aiding and abetting liability against OrbiMed for allegedly pressuring officers to open the trading window and using its board representatives to secure the bonus approvals. Representatives for the parties did not immediately respond to requests for comment Friday. Jackson Square Advisors LLC is represented by William A. Hazeltine and William D. Sullivan of Sullivan Hazeltine Allinson LLC. Tricida Inc. is represented by Sean Matthew Beach, Allison S. Mielke and Carol E. Thompson of Young Conaway Stargatt & Taylor LLP; Edward G. Babbitt, Anthony J. Hornbach and Louis F. Solimine of Thompson Hine LLP; and John J. Kuster, Chelsea McManus, Jeri Leigh Miller, Samuel A. Newman, Charles M. Persons, Julia Philips Roth and Michael Sabino of Sidley Austin LLP. The creditors are represented by Gregory Laufer and John A. Marcin of Paul Weiss Rifkind Wharton & Garrison LLP. The case is In re: Tricida Inc., case number 1:23-bk-10024, in the U.S. Bankruptcy Court for the District of Delaware.

Nov 14

3 min

A Virginia federal judge expressed concern during oral arguments Friday that breaking up Google's advertising placement technology business could take too long to help the market in the face of the company's anticipated appeal of the monopolization ruling won by the U.S. Department of Justice. Google has pushed back on a proposal to divest its AdX exchange, saying Friday that no court has ever ordered divestiture for anticompetitive tying. The company also noted that divestiture in a conduct case should be a remedy of last resort. (Photo by Klaudia Radecka/NurPhoto via AP) With the DOJ pushing for the divestiture of Google's AdX exchange, which connects ad servers for website publishers with advertisers, U.S. District Judge Leonie M. Brinkema's only substantial question during the remedies phase's closing arguments was on what good it would do to order a breakup that would take years to implement and would likely be disrupted by Google's appeal. "I am concerned about the timing of all this," she said from the bench. Time, Judge Brinkema told DOJ attorney Matthew R. Huppert, "is of the essence" in the rapidly changing ad tech space. She wanted to know how quickly any remedy could go into effect, and if any fixes could be enacted while Google goes to the Fourth Circuit to challenge her ruling holding that the company illegally monopolized two of three targeted markets pairing website publishers looking to sell ads space with advertisers looking to place ads. Google, Judge Brinkema said, has put its own behavioral remedies proposals on the table that could go into effect quickly. Both sides have offered similar behavioral fixes. But the DOJ argues those remedies don't go far enough on their own, as they don't address Google's core advantages and leave in place its monopolies that continue to harm publishers and limits ads revenue. Those shortfalls open the court to playing the role of constant overseer, and they come up short on customer concerns that Google cannot be trusted not to find new ways to advantage itself and the ads running through its own servers over ads from rivals. In addition to an AdX divestiture, the DOJ's main structural request is the forced open-sourcing of the auction mechanism behind ad placement on Google's publisher-side server, DoubleClick for Publishers. If those and other fixes aren't enough to rejuvenate the market, the DOJ wants the "contingent" divestiture of the rest of DFP. The DOJ and its state attorneys general partners contend that Google's warnings that any breakup would take years are overblown. Huppert responded to the judge by pointing to the department's proposal for Google to divest from AdX within 15 months of the entry of final judgment. "You don't have to wait to the very end of those timelines," Huppert said. Instead, restoring competition "can happen relatively quickly." Fellow DOJ attorney Julia Tarver Wood came back to the timing question in rebuttal arguments, contending that imposing behavioral-only fixes — here giving Google's customers more choice over how their ads work and barring it from gaming the ads placement auctions process to favor ads running through its own servers — would be "inherently backward looking." In looking only at past conduct, she said limits on Google couldn't predict all the ways it might try to find ways around those restrictions. Structural fixes, on the other hand, "are future-proof," Wood said, taking away Google's ability to get creative. Fifteen months after judgment, "these markets will be free," she said. When Judge Brinkema responded by noting that the DOJ has not yet found a divestiture buyer, Wood said it would be inappropriate to do so at such an early stage before the details of the divestiture have been set. She said separately that the parties can perform their due diligence on the sale while the appeal plays out. Judge Brinkema continued to push back, pointing to the "fairly significant changes" that Google says it could implement in a year or less. The longest of the behavioral fixes, a Google attorney said Friday, would take 15 months. The judge further raised concerns about a company like Microsoft buying up the divested business, and she asserted that the divestiture at this point is at "a fairly abstract level." Her order, she said, must be "concrete." Judge Brinkema's April liability ruling focused on Google requiring customers to use DFP in order to get full AdX functionality, in what she deemed to be an anticompetitive "tying." She rejected claims that the mergers that gave the company its dominance were anticompetitive, and she dismissed a separate count of monopolizing the servers used by advertisers. Judge Brinkema's was the second government-won liability ruling against Google, following a D.C. federal judge's September finding over its search monopoly that rejected the DOJ's most sweeping remedies proposals in favor of a mandate to prop up search engine rivals with data and syndicated search results. European Union antitrust enforcers have also suggested a breakup as part of an enforcement action against Google's ad tech business, which has also drawn litigation from another coalition of state enforcers and from an array of private plaintiffs. Judge Brinkema on Friday pointed to the other U.S. lawsuits targeting Google's ad tech business as the likely force stopping the company from cutting a deal with the DOJ. With the threat of damages over its head backstopped by her liability order, the judge said Google is in "an impossible position." In pushing for divestiture Friday, Huppert and Wood said the DOJ is agnostic about what that breakup would look like. The form of the divestiture, Huppert said, "is not what matters here." It would be enough, they said, if Judge Brinkema bases it on the proposal Google engineers mulled internally. That proposal formed the heart of the DOJ's assertions during the 11-day bench trial that began in September that a breakup of Google's core infrastructure is not the gargantuan, years-long task the company claims. "These engineers thought that it was doable. They did not say it would break the internet," Wood said. Huppert also warned against allowing Google to "carve out an exemption" to structural relief by simply contending a breakup would be too difficult. Technical complexity should not convey "some kind of immunity," he said. A key sticking point is over exactly how far Judge Brinkema can go. The DOJ argues that courts are supportive of breakups — and have even punted a company out of a market entirely — over anticompetitive conduct, and not just in merger cases. And Wood noted that unlike in the search case, where Google's monopoly was found to have been acquired legally, here the judge found that Google amassed its monopolies anticompetitively. That means, Wood argued, that it doesn't matter that the judge rejected claims about the transactions that founded Google's ad tech business. But Google attorney Karen L. Dunn of Dunn Isaacson Rhee LLP said Friday that no court has ever ordered divestiture for anticompetitive tying, and that the DOJ's examples are from merger suits. She also accused the DOJ of repeatedly using selective quotations from testimony and case law. Divestiture in a conduct case, Dunn said, should be a remedy of last resort. Instead, she said courts are required to see first if less drastic remedies can adequately restore competition, especially to avoid breaking up monopolies that were lawfully formed instead of created because of anticompetitive conduct. She argued that the DOJ's remedies are not sufficiently based on the underlying liability findings, and a breakup would likely hurt functionality on which customers rely. The department's proposals would also force Google to divest parts of its ad business for things like apps and video that have nothing to do with the open web display ads at the heart of the case, Dunn said. "When it comes to divestiture, there is only uncertainty and doubt," said Dunn, who assailed the DOJ for not clearly identifying possible buyers. She also argued that open web display ads are already on a steep downward trajectory that a divestiture would risk accelerating. She continued to argue that any divestiture would take years, calling it "one of the largest technical projects in history," and that though Google's internal proposals were far less drastic, they would still take years. Dunn maintained that the behavioral fixes will be enough to create competition that will drive down prices, pointing to the repeated testimony vouching for Google's proposals to give customers more choice over how their ads placement will work. "Plaintiffs cannot meet their burden when all of their witnesses [are] testifying to the benefits of behavioral remedies," Dunn said. She said Google's fixes would stop any future anticompetitive conduct, to be guaranteed by a monitoring trustee for whom the company has proposed "extremely broad powers," including the ability to interview any employee and peek into any source code. And Dunn asserted that the distrust of Google raised by customers during trial is no barrier to the power of an injunction. "Of course, Google is going to be accountable to an injunction," she said, asserting that the company expects "enforcement from the court." Judge Brinkema let Dunn give both her main presentation and her rebuttal arguments without substantial questions. The judge closed out the three-hour proceedings by saying she'll be starting with a decision on whether structural relief is required, or if behavioral fixes alone will be sufficient. Either way, she signaled that like her search remedies counterpart, further tweaks may be necessary to hammer out the details of her final mandate. And Judge Brinkema said she'll try to turn out her decision as soon as possible, but that she couldn't say when. "Probably next year," she said. The government is represented by Gerard J. Mene of the U.S. Attorney's Office for the Eastern District of Virginia, and Julia Tarver Wood, Matthew R. Huppert, Milosz Gudzowski, Matthew E. Gold, Alvin H. Chu, Jeffrey G. Vernon, Nicholas S. Cheolas, Amanda M. Strick, Craig L. Briskin, David A. Geiger, Andrew L. Kline, Arshia Najafi, G. Charles Nierlich, Andrew Schupanitz, David M. Teslicko Jr. and Michael E. Wolin of the DOJ's Antitrust Division. The states are represented by their respective attorneys general. Google is represented by Karen L. Dunn, Jeannie S. Rhee, William A. Isaacson, Jessica E. Phillips, Erin J. Morgan, Martha L. Goodman, Amy J. Mauser, Erica Spevack and Bryon P. Becker of Dunn Isaacson Rhee LLP, Eric Mahr, Andrew J. Ewalt, Julie S. Elmer, Justina Sessions, Lauren B. Kaplin, Claire Leonard, Sara Salem and Tyler Garrett of Freshfields LLP, Daniel S. Bitton, Bradley Justus and David R. Pearl of Axinn Veltrop & Harkrider LLP, and Craig C. Reilly of the Law Office of Craig C. Reilly. The case is U.S. et al. v. Google LLC, case number 1:23-cv-00108, in the U.S. District Court for the Eastern District of Virginia.

Nov 21

8 min