Rick Horvath serves as a trusted advisor on a range of corporate governance matters, representing boards of directors, significant investors, and public companies. As a result, Mr. Horvath has had the benefit of advising both companies and investors across numerous matters, from activist campaigns to contested corporate takeovers to corporate disclosures. He has also advised companies and their boards with respect to navigating board conflicts, to the operation of company and board-level internal controls, and to enhancing corporate governance documents and policies.
In addition, Mr. Horvath is a litigator focusing on corporate governance disputes and other complex commercial matters. He has represented public companies, directors, officers, and investors as lead counsel and second-chair counsel in courts across the country. Mr. Horvath also has represented companies and directors in connection with stockholder demands, internal investigations, and special litigation committees. His experience also extends to responding to matters before the Securities and Exchange Commission and the Financial Industry Regulatory Authority.
Mr. Horvath's litigation experience includes matters involving, among others: fiduciary duties, derivative claims, proxy claims, merger litigation, securities fraud, disputes related to limited partnerships and LLC memberships, books and records demands, and commercial and contract disputes.
Accolades and Recognitions
Rising Star, Securities Litigation by Northern California Super Lawyers (2013 through 2017)
Named one of the California Lawyer Attorneys of the Year by The Daily Journal (2016)
University of Pennsylvania School of Law, J.D., 2004
Lehigh University, M.S., 2001
Lehigh University, B.A., 1999
Panelist, The Deal, Corporate Governance: Balancing ESG, Sustainability and Growth Conference, "ESG Funds: Friend or Foe of Boards?," November 18, 2020
Stakeholder Governance and the Freedom of Directors to Embrace Long-Term Value Creation, Harvard Law School Forum on Corporate Governance and Financial Regulation (September 12, 2019)
Delaware Justices Highlight Directors' Risk Oversight Duties, Law360 (July 9, 2019)
Pre-Litigation Demand and Director Committees, Harvard Law School Forum on Corporate Governance and Financial Regulation (March 13, 2019)
Corporate Governance Best Practices Should Begin Before IPO, the Daily Journal (January 4, 2019)
Ruling in Apple Case Provides Shareholder Litigation Guidance, the Daily Journal (January 22, 2018)
Internal Controls at Private Corporations, the Daily Journal (June 15, 2017)
Director Liability for Data Breaches: How Real is the Risk? Law.com (July 9, 2015)
First chair counsel representing ValueAct Capital Management, L.P., and its chief executive officer before the Eastern District of Virginia and the U.S. Court of Appeals in a federal securities class action arising out of the $18 billion merger of equals between Towers Watson & Co., and Willis Group Holdings plc.
First chair counsel representing ValueAct Capital Management, L.P., and its chief executive officer before the Delaware Court of Chancery and the Delaware Supreme Court in a stockholder class action arising out of the $18 billion merger of equals between Towers Watson & Co., and Willis Group Holdings plc.
Represented two hedge funds as first chair counsel in litigation related to a books and records demand.
Represented The Walt Disney Company and certain of its current or former directors and officers before the Northern District of California and the U.S. Court of Appeals for the Ninth Circuit in derivative litigation arising out of alleged recruiting practices.
Advised a Silicon Valley technology company in successfully resolving a stockholder demand related to the company's employment agreements and policies.
Advised an entertainment company in successfully resolving a stockholder demand for corporate books and records.
Advised investment funds on corporate governance matters related to amendments to the funds' governing documents.
Represented a Silicon Valley technology company in responding to a stockholder activist campaign.
Represented the outside directors of PG&E Corporation and Pacific Gas & Electric Company in the Northern District of California, California Superior Court, and California Court of Appeal in derivative litigation related to the San Bruno pipeline explosion.
Represented the directors of Sempra Energy in stockholder derivative litigation before the Southern District of California and the California Superior Court alleging claims for breach of fiduciary duty arising out of a gas leak at the Aliso Canyon storage facility.
Represented the chief executive officer of Sempra Energy in a stockholder class action alleging violations of the federal securities laws arising out of a gas leak at the Aliso Canyon storage facility.
Represented the directors of Hewlett-Packard Company in various derivative and securities litigation matters, including matters related to the departure of a former chief executive officer of HP, alleged violations of federal laws or regulations, and HP's $11.7 billion acquisition of Autonomy Corporation plc.
Represented Chevron Corporation in derivative litigation related to alleged violations of the False Claims Act.
Represented the directors of Cost Plus, Inc., in defeating a motion to enjoin the $550 million acquisition of Cost Plus by Bed, Bath & Beyond in a stockholder class action before the Northern District of California.
Represented Arden Group and its board of directors in obtaining the dismissal of a stockholder class action challenging the $394 million acquisition of Arden by TPG Capital LP.
Represented an investment firm in obtaining the dismissal of a stockholder class action challenging the going-private transaction for United PanAm Financial Corp.
Represented Permira Advisers LLC and its affiliates in obtaining the dismissal of stockholder class actions challenging the $440 million acquisition of Renaissance Learning, Inc., by Permira.
Represented the National Football League in litigation related to Super Bowl 50.
Represented an investment firm in resolving claims related to a non-disclosure agreement.
Obtained a precedent-setting decision from the Third Circuit Court of Appeals in a pro bono representation of two families challenging prayer practices in a public school district.