With its share price slumping, fertilizer producer Terra Industries Inc. wasn’t happy about a stock-for-stock take­over offer from rival CF Industries Holdings, Inc., in early 2009. Terra turned to Cravath, Swaine & Moore veteran Faiza Saeed to parry CF’s advances over a year of increasing hostilities. “In the end, we didn’t use a lot of fancy defenses,” she says. “We didn’t even put a poison pill in place.” After CF withdrew in February, Saeed helped Terra tie up a cash deal with white knight Yara International ASA. Then, in March, CF came back to top Yara’s $4.1 billion offer. Whichever bid the board chooses, Terra looks like the real winner.


Securities class actions, especially those involving foreign investors and a foreign company, don’t go to trial in U.S. courts very often. But Arthur Abbey of Abbey Spanier Rodd & Abrams not only got a shareholder suit against French media group Vivendi in front of a federal district court jury in Manhattan—citing the company’s U.S. operations—he also managed to win a verdict for the plaintiffs. At trial, Abbey argued that Vivendi’s public statements hid growing liquidity problems between 2001 and 2002, until a financial crisis led the company’s stock to drop 89 percent in August 2002. Vivendi lawyers denied the liquidity crisis and said the company’s statements were truthful. But in January the jury agreed with Abbey, finding that the company’s statements had misled shareholders and inflated Vivendi’s share price. Potential damages could total more than $9 billion. Vivendi is appealing.