Schulte Roth & Zabel represented JANA Partners in resolving its proxy contest with Freshpet, Inc. through the company agreeing to appoint two new directors to its Board.

Freshpet appointed JANA nominee Timothy McLevish and Joseph Scalzo to its board, effective immediately, increasing the board’s size from ten to twelve directors.

JANA and Freshpet entered into a cooperation agreement after a months-long battle with the company including litigation in Delaware Chancery Court surrounding Freshpet reconstituting its staggered board and moving up its annual meeting date.

The Schulte team was led by partner Ele Klein, co-chair of the Global Shareholder Activism Group and co-chair of the M&A and Securities Group, associates Daniel Goldstein, Vera Lee and Abraham Schwartz, and law clerk Julia Cummings. The Schulte litigation team was led by partner and co-chair of the Litigation Group Michael Swartz, partner Julia Beskin and associate Tara Lederer.

The Oklahoma Supreme Court agrees to review the 1921 Tulsa Race Massacre Survivors‘ appeal. The panel of nine justices will determine whether their case should be sent back to the district court for proper application of the law.

On August 7, 2023, the Survivors‘ legal team, descendants, and national and local organizations held a press conference at the Oklahoma Supreme Court to discuss why the Oklahoma Supreme Court should swiftly reverse Judge Wall’s decision (Watch it here)

“If this truly is a nation of laws and a state based on the law, then my clients, the last-known survivors of the massacre, should get the opportunity that no one else who suffered the devastation had the privilege of,” explains Damario Solomon-Simmons, National Civil Rights Attorney and founder of Justice for Greenwood. “They should be able to go to court and have a court of law determine what occurred and what it takes to fix or abate the nuisance created when 40 blocks were burned to the ground, over 1,500 homes and businesses were destroyed and never rebuilt. This destruction occurred due to crimes, destroying property and making it uninhabitable. That fits directly within the Oklahoma Public Nuisance statute that has been on the books for over one-hundred years.”

The District Court’s ruling in this case unlawfully requires a party alleging a public nuisance claim to plead the exact abatement remedy that the party thinks could cure the problem — before discovery, before trial, and before any determination of liability.  “It’s an impossible pleading standard and it has no basis in Oklahoma’s notice pleading code or decisional law,” said Randall Adams, co-counsel for Survivors and litigation partner at Schulte Roth & Zabel LLP.

Further, the District Court allowed the defendants to breach an agreement that they made in open court that they would not file new motions to dismiss Survivors unjust enrichment claims.  Not only did defendants move for a second time to dismiss Survivors’ unjust enrichment claims, but also the District Court erroneously granted the meritless motions.

“This is a fight for righteous justice and redress. It’s not about anything other than advancing this case according to the law as it is written,” Mr. Solomon-Simmons stated. “Our Supreme Court should fulfill its constitutional duty by examining the law and promptly overturning Judge Caroline Wall’s erroneous decision to dismiss our case. They should remand it back to the district courts to enable us to proceed with discovery.”

ABOUT THE TULSA RACE MASSACRE 

The Tulsa Race Massacre took place in 1921 when a mob of white individuals, deputized and armed by municipal and county officials, killed, looted, and burned down the Greenwood area. The Massacre resulted in the murder of more than 300 Tulsans and the destruction of the prosperous Greenwood neighborhood, often referred to as “Black Wall Street.”

ABOUT GREENWOOD

Greenwood, most revered for “Black Wall Street” was co-founded by Black Creeks — it became one of the most prosperous, organized, and successful Black communities in United States history, and a place for Black people to escape the political, economic, and social oppression of southern lawmakers post-civil war. 

ABOUT JUSTICE FOR GREENWOOD FOUNDATION

Justice for Greenwood is a grassroots, 501(c)(3) organization with a big vision: to get Respect, Reparations, and Repair for the Greenwood community for the near century of historical omissions and continued harm caused by the 1921 Massacre, through survivor and descendant support, public education, and advocacy.

ABOUT SCHULTE ROTH & ZABEL

With a firm focus on private capital, Schulte Roth & Zabel LLP (“Schulte”) comprises legal advisers and commercial problem-solvers who combine exceptional experience, industry insight, integrated intelligence and commercial creativity to help clients raise and invest assets and protect and expand their businesses. The firm has a long history as a leader in pro bono legal work and a legacy of contributing to the greater good. Schulte embraces its professional and moral obligations to seek justice through the legal system. The firm directly represents and empowers the most vulnerable and marginalized; brings impact litigation to fuel social change; and supports social entrepreneurs to form the next generation of mission-driven organizations that will advocate for the underserved.

RECOGNIZING OUR ACCOMPLISHED LEGAL TEAM, AND NATIONAL & LOCAL PARTNERS

Damario Solomon-Simmons, Kym Heckenkemper, and Beatriz Mate-Kodjo of Solomon Simmons Law; J. Spencer Bryan and Steven Terrill of BryanTerrill, P.C.; Professor Eric Miller of Loyola Marymount College of Law; Maynard M. Henry, Sr.; Lashandra Peoples-Johnson and Cordal Cephas of Johnson Cephas Law PLLC; and Michael Swartz, Randall Adams, Sara Solfanelli, McKenzie Haynes, Erika Simonson, Ekenedilichukwu (Keni) Ukabiala, Theodore Keyes, Jill Guzzetti, Victoria Harris, and Melanie Collins of Schulte, Tiffany Cross (American television personality, political analyst, and author), Brittany Packnett-Cunningham (Podcast and MSNBC Host and Director of Social Impact at BET), Gerry Johnson (Human Rights Watch), Oklahoma State Representative Regina Goodwin, Dr. Tiffany Crutcher (Executive Director and Founder, Terence Crutcher Foundation) Cassidy Fallik (ACLU OK).