Miranda S. Schiller

Cayman Islands Appraisal Proceedings and Other Offshore Actions:

• In the Matter of FGL Holdings, representation of FGL Holdings in stockholder appraisal action in the Grand Court of the Cayman Islands resulting from Fidelity National Financial Inc.’s $2.7 billion acquisition of FGL Holdings. Following a three-week trial the court concluded that “the Transaction Price of US$11.06 … is the best central indictor of fair value and should be given full weight.” 
• Represented Hong Kong-based Nord Anglia following a $4.3 billion take private transaction by funds affiliated with Baring Private Equity Asia and Canada Pension Plan Investment Board. 
• Representing Hong Kong-based Ocean Link, a member of a consortium of buyers that took 58.com private in an $8.7 billion deal, and its executives in connection with pre-trial discovery under 28 U.S.C. §1782.
• Represented owner of the Shanghai Aman Resort in proceedings in the British Virgin Islands and an arbitration to recover a loan which client made to fund an acquisition of the Aman Resorts; the BVI court appointed liquidators to wind up the borrower; the full amount of the loan was recovered.

Shareholder Class/Derivative Actions:

• Liquidity Services – Represented company and its directors in shareholder class and derivative actions following its loss of a significant federal contract.
• In re Vivendi Securities Litigation – Defeated over $70 million of claims filed by class members in post-trial proceedings in one of the few securities fraud class actions to be tried to judgment by showing that the investment advisers who were responsible for a majority of the purchases during the class period understood the allegedly concealed risks. The victories were covered by Law360.
• Health Management Associates – Representing one of the largest hospital companies in multiple matters, including shareholder class and derivative actions arising out of government investigations into alleged False Claims Act (FCA) violations (motion to dismiss granted); a consent solicitation to remove the company’s board of directors; shareholder class actions challenging one of the largest hospital mergers (plaintiffs voluntarily dismissed); shareholder litigation challenging continuing director (“proxy put”) covenants in debt agreements (plaintiffs voluntarily dismissed); an SEC investigation; and counseling regarding FCA investigations by the Department of Justice.
• Conceiving of and implementing a novel strategy to bind holders of over $1 billion of notes in a proposed state court proceeding following a default by the issuer, the Mashantucket Pequot Tribe, which won overwhelming support of note holders. (Foxwoods)

Other Notable Matters Include:

• Lillis, et al. v. AT&T and AT&T Wireless – Serving as lead trial and appellate counsel representing former directors and executives of MediaOne in action to recover value of out-of-the-money stock options that were cancelled in the AT&T-Cingular Wireless merger. Prevailed at trial; judgment vacated by Delaware Supreme Court and remanded; judgment reinstated by Delaware Supreme Court after proceedings on remand, with Court acknowledging its prior decision was mistaken.
• Over the last 25 years, the successful defense of over 20 shareholder class and derivative actions alleging claims under the federal securities laws and for breaches of fiduciary duty.
• Defense of numerous bondholder actions as well as § 16(b) short swing trading actions.

Prior to joining Weil in 1988, Miranda served as law clerk to The Honorable Lynn N. Hughes of the United States District Court for the Southern District of Texas.

Miranda has been on the Firm’s pro bono committee since 1996 and, over the last 30 years, has represented dozens of clients in pro bono matters. Miranda was the recipient of CancerCare’s 2013 Help and Hope award.