Lewis R. Clayton

Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP

Lewis R. Clayton

Lewis R. Clayton

Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP

Biography

A partner in the Litigation Department, Lew Clayton is a deeply experienced trial lawyer whose strength in the courtroom has yielded consistently favorable outcomes for his clients in their most significant commercial disputes. Lew handles a range of high-profile matters, including pre- and post-closing M&A litigation, including appraisal litigation; contested bankruptcy matters; high-value contract and employment disputes; the defense of securities and other fraud allegations; and a variety of regulatory investigations.

AWARDS AND RECOGNITIONS

Lew has consistently received accolades and recognitions throughout his four-decade career, particularly for his trial achievements. He has twice been named “Litigator of the Week” by The American Lawyer, including for his recent trial and appellate victory on behalf of Fresenius SE in a precedent-setting M&A lawsuit in Delaware, and was named a 2019 “Winning Litigator” by The National Law Journal. He previously won “Litigator of the Week” for his groundbreaking work resolving a high-stakes actuarial malpractice case on behalf of the Alaska Retirement Management Board. Lew is highly regarded nationally by Chambers USA, The Legal 500 and Best Lawyers in the areas of intellectual property, copyright, ERISA and commercial litigation, with clients noting that Lew “is truly exceptional at getting results.”

EXPERIENCE

Lew has advised a wide range of publicly listed companies, financial institutions, hedge funds, and private equity firms and their portfolio companies. He has also represented prominent individual executives and public figures facing fraud and other allegations, as well as in libel matters.

In addition to his deals-focused and bankruptcy-focused litigation practice, Lew regularly advises boards on fiduciary duty, governance and litigation issues in acquisitions, creditor disputes and recapitalizations. He is highly regarded in the area of intellectual property litigation, including advertising and defamation matters, and ERISA litigation.

Representative merger litigations include:

* Fresenius Kabi AG, as advisor and lead trial counsel, obtaining the only ruling of a Delaware court finding that termination of a proposed $4.3 billion merger with Akorn Pharmaceuticals Inc. was justified because of a “material adverse change” in Akorn’s business. The decision was affirmed by the Delaware Supreme Court.
* Apollo Global Management, LLC:
* and portfolio company CORE Media Group in the successful defense of a stockholder class action arising from Apollo’s acquisition of CORE, in which shareholders alleged that Apollo aided and abetted CORE’s directors in alleged breaches of their fiduciary duties;
* portfolio company CKx, Inc. (now known as CORE Media Group) in the successful defense of an appraisal proceeding in which the Chancery Court held, after a full trial on the merits, that the merger price being offered by the acquirer, certain funds managed by affiliates of Apollo Global Management, LLC, was the best available measure of CKx’s fair value. That decision was affirmed by the Delaware Supreme Court; and
* Apollo and portfolio company Hexion Specialty Chemicals in the favorable settlement of multi-billion dollar claims asserted by Huntsman Corporation in multiple jurisdictions after an adverse judgment in the Delaware Court of Chancery regarding a merger agreement with Huntsman.

* Several investment funds that collectively held a minority stake in Loral Space & Communications in a significant trial victory in a challenge to an equity transaction in which the Delaware Court of Chancery issued a sweeping injunctive relief and an award of all attorney’s fees.

Representative bankruptcy litigations include:

* The Restructuring Committee of the Board of Directors of Sears Holdings Corporation in the retailer’s Chapter 11 cases, including the investigation of and retention of potential causes of action against the former Sears chairman, including potential fraudulent conveyance and breach of fiduciary claims, and the sale hearing.
* Cumulus Media Inc. in a bankruptcy court bench trial win resolving a valuation dispute and confirming a chapter 11 plan.
* Caesars Entertainment Corporation in connection with litigation related to the chapter 11 cases of its subsidiary Caesars Entertainment Operating Company, Inc.

Representative ERISA litigations include:

* Numerous matters for Citigroup, including:
* the dismissal, affirmed on appeal, of ERISA claims alleging that Citigroup pension plan fiduciaries shouldn’t have allowed retirement plan participants to invest in Citigroup stock from 2008 to 2009, when their investments allegedly dropped by more than $1.5 billion. It was among the first successful motion to dismiss a “stock drop” case alleging that ERISA participants suffered losses on company stock following a landmark Supreme Court decision in Fifth Third Bancorp;
* a Second Circuit victory reversing the district court and throwing out claims alleging that Citigroup’s multi-billion dollar cash balance plan violated ERISA’s backloading, age discrimination and notice requirements; and
* the settlement of an ERISA litigation in which plaintiffs alleged that the plan’s investment committees breached their fiduciary duties by selecting or failing to remove as investment options certain mutual funds affiliated with Citigroup and that allegedly charged excessive management fees.

Representative complex commercial and contract disputes include:

* Alaska Retirement Management (ARM) Board in the groundbreaking $500 million settlement of a malpractice litigation brought by pension plans for public employees in the State of Alaska against Alaska’s former actuary, Mercer (US) Inc., claiming that the actuary’s mistakes contributed to at least $1.8 billion to Alaska’s pension shortfall.
* Connecticut Carpenters Pension Fund in a landmark $40 million jury verdict in federal district court in New Haven in an actuarial malpractice case brought on behalf of the pension fund that serves unionized carpenters in Connecticut against actuarial firm Watson Wyatt.
* JPMorgan’s investment management division in the trials, and subsequent favorable resolution, of two lawsuits alleging billions of dollars in damages brought by Ambac and Assured, guarantors of bonds that suffered catastrophic losses in 2007-2008 and by a major corporate investor in subprime securities. Each lawsuit alleged gross negligence and breaches of contract and fiduciary duty.
* Simon Property Group in the dismissal, affirmed by the Delaware Supreme Court, of a high-profile Chancery Court litigation arising out of stock-based compensation allocated to its CEO.

Representative IP and advertising litigations include:

* Carnival in the dismissal of claims alleging infringement of copyrights in Broadway musicals in performances on cruise ships traveling outside of U.S. waters.
* Castrol in the successful defense of five separate advertising litigations, securing federal court injunctions against continued broadcast of competitors’ nationwide advertising campaigns.

Lew previously served as chair and co-chair of the Committee on Intellectual Property of the Commercial and Federal Litigation Section of the New York State Bar Association. He is a regular contributor to the New York Law Journal and the National Law Journal, where he writes a column on intellectual property litigation. He serves on Paul, Weiss’s Technology Committee.

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Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP

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Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP

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Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP

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Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP

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Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP

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Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP

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Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP

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Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP

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Counsel at Paul, Weiss, Rifkind, Wharton & Garrison LLP

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Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP

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Lewis R. Clayton
Partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP
Education
JD, cum laude
Class of 1978

Harvard Law School offers an energetic and creative learning environment, a diverse and dedicated faculty—whose expertise spans a broad array of legal subjects—and a student body that comes from every state in the U.S. and more than 70 countries around the world. Approximately 1,900 students attend HLS each year: 1,680 J.D. students, 160 LL.M. students, and 50 S.J.D. candidates. The faculty includes more than 100 full-time professors and more than 150 visiting professors, lecturers on law, and instructors. The curriculum features more than 260 courses and seminars that cover a broad range of traditional and emerging legal fields. A Harvard Law education prepares students for success in law practice, business, public service, teaching, and more. Most HLS students are pursuing a J.D. (Juris Doctor) degree, while many others are earning an LL.M. (Master of Laws) or the S.J.D. (Doctor of Juridical Science). Harvard Law School also offers many joint degree programs, coordinated programs, and concurrent degree opportunities with other schools within Harvard University. The Law School community is also home to numerous research programs and engaging publications, including books, scholarly periodicals, newsletters, and a weekly student newspaper.

AB, magna cum laude
Class of 1975

The oldest corporation in the Western Hemisphere is the Harvard Corporation, known formally as the President and Fellows of Harvard College. It is the smaller of Harvard’s two governing boards; the other is the Board of Overseers. Following are the members of the Harvard Corporation.

Memberships
Member
Current

The New York State Bar Association (NYSBA) is a voluntary bar association for the state of New York. NYSBA was founded in 1877 with the stated goal to cultivate the science of jurisprudence; to promote reform in the law; to facilitate the administration of justice, and to elevate the standards of integrity, honor, professional skill, and courtesy in the legal profession. Its first President was David B. Hill. Among the reforms in the legislation signed into law creating the association was the removal of the restrictions on the admission of women to the practice of law. In 1896, NYSBA proposed the first global means for settling disputes among nations, what is now called the Permanent Court of Arbitration in The Hague.

Career History
Partner
Current

Paul, Weiss, Rifkind, Wharton & Garrison LLP is a law firm that serve as counsel to companies and investment funds. They have expertise in the areas of bankruptcy and corporate reorganization, employee benefits and executive compensation, intellectual property, personal representation, real estate and tax law. The company is headquartered in New York, NY.

Columnist
Current

New York Law Journal, part of ALM Media Holdings, Inc., is an American company that publishes legal, firm news, decisions, columns, court information and public notices.

Columnist
Tenure Unconfirmed

The National Law Journal is a private company headquartered in the United States that publishes journals.

Political Donations
$1,500
2018

Senator from New Jersey

$1,000
2017

Senator from Texas

$1,500
2016

Minority Leader at Office of the Senate Minority Leader, Charles Schumer

Transactions
Details Hidden

Banijay Group SAS, Financière LOV SAS purchase Endemol Shine Group Ltd. from The Walt Disney Company, Twenty-First Century Fox, Inc., Apollo Global Management, Inc. /Private Equity

Details Hidden

Simon Property Group, Inc., Simon Property Group LP purchase Taubman Centers, Inc.

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ViacomCBS, Inc. purchases Viacom, Inc.

Other Affiliations
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