Walter W.Davis (Walt)

Partner

(T) 1.404.581.8517

Walt Davis focuses his practice on securities litigation, shareholder disputes, and corporate governance matters and regularly counsels boards of directors and senior management in connection with governmental and internal investigations. He has significant experience handling insider trading, accounting, and corporate compliance matters, among others. Walt recently first-chaired a well-publicized appraisal dispute in Delaware Chancery Court (In re Appraisal of Jarden Corporation), and currently leads the defense of The Southern Company and certain of its officers and directors in a securities fraud class action and related derivative lawsuits pending in federal court in Atlanta.

Walt currently serves as co-chair of the Securities and Corporate Litigation Subcommittee of the Atlanta Bar Association and is also a member of the Atlanta Bar Association's Judicial Selection and Tenure Committee. He also serves as the administrative partner for the Atlanta Office.

Walt is active in the Atlanta community, where he currently serves on the board of directors of the Atlanta Volunteer Lawyers Foundation and is a member of the leadership council of Zoo Atlanta. He formerly served on the boards of directors of Kate's Club, Inc. and Make-A-Wish Georgia, and he was a member of the alumni board of Mercer University's College of Liberal Arts. Walt is also a member of Leadership Atlanta's Class of 2018, as well as L.E.A.D. Atlanta's Class of 2007.

Experience

  • The Southern Company defends putative securities class action alleging violations of Section 10(b)Jones Day is representing The Southern Company and its directors and certain of its current and former officers in connection with a putative class action alleging, among other things, violations of Section 10(b) of the Securities Exchange Act of 1934.
  • Jarden defends appraisal lawsuits filed by investment fundsJones Day is representing Newell Brands subsidiary Jarden Corporation in connection with appraisal lawsuits filed by more than 15 separate investment funds (which collectively owned more than $630 million worth of Jarden shares) seeking a judicial appraisal of their former shares in Jarden.
  • HD Supply defeats petition for leave to appeal lawsuit related to sale of its Power Solutions business unitJones Day successfully defended HD Supply Holdings, Inc. in a putative class action brought in Illinois concerning the interpretation and administration of HD Supply's Omnibus Incentive Plan following the sale of HD Supply's Power Solutions business unit.
  • Amedisys settles putative securities class action alleging violation of Section 10(b)Jones Day represented Amedisys, Inc. and certain former officers in connection with a putative class action alleging, among other things, violations of Section 10(b) of the Securities Exchange Act of 1934.
  • Monster prevails on issue of first impression in Delaware Chancery CourtJones Day successfully represented Monster Worldwide, Inc. in litigation arising from a shareholder demand seeking to inspect Monster's books and records relating to Randstad Holdings, Inc.'s acquisition of the company in November 2016.
  • Attachmate granted motion to dismiss in shareholder suit alleging violations of securities laws and aiding and abetting breach of fiduciary dutyJones Day represented Attachmate, Inc. and Novell, Inc. in putative shareholder class actions filed in the Delaware Court of Chancery and the U.S. District Court for the District of Massachusetts, arising out of Attachmate's acquisition of Novell in a transaction valued at approximately $2.2 billion.
  • Dell obtains dismissal of securities litigationJones Day represented Dell Inc., the individual defendants and present and former directors of Dell's Board in securities litigation, derivative cases, and ERISA class actions filed in the Western District of Texas, Travis County state court and Delaware Chancery court.
  • SOURCECORP securities litigation dismissal upheld by 5th CircuitJones Day represented SOURCECORP, Inc., a company subsidiary, and two of its officers in a consolidated securities lawsuit filed in the Northern District of Texas federal court following an October 2004 disclosure regarding an internal investigation of revenue recognition practices at the company subsidiary and a subsequent restatement of corporate consolidated financial results.
  • Georgia Gulf successfully defends against unsolicited proposal from Westlake ChemicalJones Day advised Georgia Gulf Corporation in the successful defense against a $1.6 billion unsolicited bid by Westlake Chemical Corporation to acquire all the outstanding shares of the company.
  • The Southern Company, Kinder Morgan finalize Southern Natural Gas pipeline strategic ventureJones Day advised The Southern Company ("Southern") in its acquisition from Kinder Morgan of a 50 percent equity interest in the 7,600-mile Southern Natural Gas ("SNG") pipeline system.
  • Randstad acquires Monster for $429 millionJones Day advised Randstad Holding nv (AMS: RAND), a leading human resources services provider, in the acquisition of Monster Worldwide, Inc. (NYSE: MWW).
  • Newell Brands acquires Jarden Corporation for $16 billionJones Day advised Newell Brands Inc. in connection with its acquisition of Jarden Corporation in a cash and stock transaction valued at $60 per share, or approximately $16 billion in equity value.
  • The Southern Company acquires AGL Resources for $12 billionJones Day advised The Southern Company (NYSE: SO) in connection with the acquisition and related financing of AGL Resources (NYSE: GAS) in a cash transaction with an enterprise value of approximately $12 billion, including total equity value of approximately $8 billion.
  • American Capital Agency Corp. acquires American Capital Mortgage Management, LLC for $562 millionJones Day advised American Capital Agency Corp. (NASDAQ: AGNC), a mortgage REIT that invests primarily in agency securities, in its $562 million cash acquisition of American Capital Mortgage Management LLC from American Capital Asset Management, LLC ("ACAM"), a wholly-owned portfolio company of American Capital Ltd. (NASDAQ: ACAS).
  • The Southern Company acquires PowerSecure International, Inc. for $425 millionJones Day advised The Southern Company in its $425 million acquisition of PowerSecure International, Inc. (NYSE: POWR), a premier provider of distributed generation, energy efficiency, and utility infrastructure solutions.
  • Plaintiff-appellant successfully appeals civil rights case related to PLRA "three strikes" ruleJones Day was appointed to represent plaintiff-appellant Waseem Daker on appeal of the dismissal of his civil rights action to the Eleventh Circuit.
  • Georgia-Pacific acquires Temple-Inland Building Products business from International Paper for $750 millionJones Day advised Georgia-Pacific LLC, a subsidiary of Koch Industries, Inc., in its acquisition of the Temple-Inland Building Products business from International Paper Company for $750 million.
  • Special litigation committee of CSX board of directors conducts investigation of allegations in shareholder derivative demandJones Day represents the Special Litigation Committee of the Board of Directors of CSX Corporation in connection with an investigation of allegations in a shareholder derivative demand.
  • Caymus Partners prevails in arbitration concerning breach of Investment Banking AgreementJones Day prevailed on behalf of Caymus Partners, LLP in an arbitration against All Smiles Dental Centers, Inc., arising out of All Smiles' breach of an Investment Banking Agreement, under which Caymus was owed a transaction fee for its role in facilitating the sale of All Smiles in July 2010.
  • Georgia Gulf merges with PPG Industries' commodity chemicals business in $2.1 billion transaction to form Axiall CorporationJones Day advised Georgia Gulf Corporation in its merger with the commodity chemicals division of PPG Industries, Inc. for $2.1 billion resulting in the creation of Axiall Corporation.
  • MPS Group defends shareholder suits alleging breach of fiduciary dutyJones Day represented MPS Group, Inc. and certain of its officers and directors in connection with a putative shareholder class action filed in Florida state court, alleging, among other things, claims of breach of fiduciary duty arising out of the sale of the company to Adecco Group in an all-cash transaction valued at approximately $1.3 billion.
  • Wizard Holding Corporation and Attachmate defend contract dispute concerning stock incentive planJones Day represented Wizard Holding Corporation and its subsidiary Attachmate Corporation in parallel federal and state court actions involving, among other things, contract and shareholder appraisal claims arising out of an executive compensation plan.
  • Cumulus Media defends shareholder suits alleging aiding and abetting breach of fiduciary dutyJones Day represented Cumulus Media Inc. in parallel putative shareholder class actions filed in Delaware Chancery Court and Nevada state court, arising out of Cumulus' acquisition of Citadel Broadcasting Corp. in a cash and stock transaction valued at approximately $2.5 billion.
  • Directors and officers of Security Bank Corporation obtain advice regarding possible FDIC claimsJones Day advised directors and officers of Security Bank Corporation along with six failed bank subsidiaries against possible FDIC and other claims following the second largest bank failure in Georgia.
  • Special Committee of the Board of Directors of BlueLinx Holdings defends shareholder suits alleging breach of fiduciary dutyJones Day represents the Special Committee of the Board of Directors of BlueLinx Holdings, Inc. in ten putative shareholder class actions arising out of a tender offer by Cerberus ABP Investors, LLC to acquire all outstanding shares of BlueLinx stock.
  • Flowers Foods defends shareholder suits alleging aiding and abetting breach of fiduciary duty
  • Multinational welding company develops corporate compliance and ethics program to meet U.S. Sentencing Guideline requirementsJones Day worked with corporate compliance officer at a multinational welding company to draft a corporate compliance and ethics program to meet U.S. Sentencing Guidelines requirements.
  • Georgia Gulf pursues action seeking declaration that it was not in default of debt incurrence covenants contained in $100 million bond indentureJones Day represented Georgia Gulf Corporation as plaintiff in an expedited declaratory judgment action seeking, among other things, a declaration that plaintiff was not in default of certain debt incurrence covenants contained in a $100 million bond indenture.
  • National media company corporate executive defends SEC investigationJones Day represented a corporate executive of a national media company in connection with an SEC investigation of suspected insider trading.
  • Lewis Dickey-led investor group attempts acquisition of Cumulus MediaJones Day represented Lewis W. Dickey, Jr., the President and CEO of Cumulus Media Inc., in the $1.3 billion acquisition of Cumulus by an investor group led by Mr. Dickey and an affiliate of Merrill Lynch Global Private Equity.
  • Manufacturing company conducts internal investigationOn behalf of a manufacturing company, Jones Day conducted an internal investigation into a whistleblower complaint alleging Sarbanes-Oxley violations.
  • Special Committee defends action involving elimination of REIT status issuer'sJones Day represented members of a special committee of the board of directors who approved the transaction under which the issuer would acquire the corporation controlled by a majority shareholder and eliminate the REIT status of the issuer.
  • Pharmaceutical manufacturer conducts internal investigation of accounting and public reporting irregularitiesOn behalf of a pharmaceutical manufacturer, Jones Day conducted an internal investigation following the discovery of accounting and public reporting irregularities.
  • The Southern Company defends action brought by its former subsidiary Mirant CorporationJones Day represented The Southern Company in a $2 billion action brought on behalf of its former subsidiary Mirant Corporation alleging, among other things, that Southern caused Mirant to engage in fraudulent transfers and aided and abetted Mirant to breach fiduciary duties.
  • Eastman Chemical Company defends shareholder suits alleging breach of fiduciary dutyJones Day represented Eastman Chemical Company ("Eastman") and certain officers and directors in actions filed in Delaware Chancery Court and California state courts, alleging, among other things, claims of breach of fiduciary duty arising out of Eastman's sale of all of its Common and Preferred Stock of Genencor International, Inc. to Denmark's Danisco A/S for $487 million.
  • Caremark Rx officers defend shareholder derivative and class action litigationJones Day represented certain officers and former officers of Caremark Rx, Inc., in shareholder derivative and class action litigation.
  • FCCI Insurance settles accounting malpractice suit against PwCJones Day represented FCCI Insurance in an accounting malpractice claim against PricewaterhouseCoopers (PwC).
  • Atlanta School Board conducts investigation of Board memberJones Day was retained by the Atlanta School Board to conduct an investigation involving the conduct of a Board member.
  • Fuqua Industries former officers and directors defend shareholder derivative actionJones Day defended former officers and directors in derivative action seeking over $120 million for alleged breach of fiduciary duties for actions supposedly taken for entrenchment purposes.
  • OrthAlliance defends securities fraud actionJones Day is representing OrthAlliance, a publicly traded management service organization, in a fraud action arising from the issuance of stock to an orthodontist.
  • Executor disputes sale involving papers from "Gone With the Wind" book and movieJones Day represented SunTrust Bank, Atlanta as the Executor of the Estate of Margaret Mitchell's brother when unique correspondence and papers involving the book and movie "Gone With the Wind" were offered for sale by a broker who purchased the papers from a party claiming his father had discovered the papers among auctioned property in the 1970s.
  • Back Yard Burgers pursues insurance recovery action under general liability policyJones Day represented plaintiff and restaurant chain Back Yard Burgers, Inc. in an action arising out of the wrongful denial of insurance coverage under a general liability policy.
  • Speaking Engagements

    • January 28, 2019
      Workplace Investigations: Strategies and Pitfalls, JD CLE Academy
    • February 13, 2017
      Open Lines: How Professionalism Improves Communication and Fosters Stronger Client Relationships, Jones Day CLE Academy
    • December 1, 2016
      Accounting and Enforcement Innovation Summit, presented by EY and Jones Day
    • October 27, 2016
      Georgia Bas Association / 35th Annual Business Law Institute - What Keeps In-House Law Departments Up At Night
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