Atty. Kenneth P. Held

Kenneth Held is an experienced trial attorney who focuses his practice on business litigation in state and federal courts, arbitration and regulatory enforcement matters, with a particular emphasis on securities litigation, energy litigation and class action defense. His clients range from individuals to publicly traded and privately held companies, as well as private equity firms and hedge funds.

Mr. Held has significant experience in securities litigation and defending corporate and individual clients against shareholder and consumer class actions, as well as derivative actions. He has handled cases relating to stock-drop securities fraud, merger challenges, fiduciary duty, ERISA stock-drop class actions and insider trading investigations.

In the energy sector, Mr. Held has represented both plaintiffs/claimants and defendants/respondents in a wide range of disputes, including those concerning price reopener issues, long-term gas supply contracts, crude oil quality, joint operating agreements, and purchase agreements and pricing.

Mr. Held has been recognized for his litigation achievements, specifically for his securities work, in Chambers USA, The Legal 500 and U.S. News – Best Lawyers.

Illustrative representations prior to joining Skadden include:

Securities and Derivative Litigation

Stock Drop Class Actions

• obtained dismissal of SEC Rule 10b-5 and Section 11 class actions at motion to dismiss stage filed against numerous companies and their officers and directors, including Blockbuster, a hospice care network, a mobile phone service provider and a Big Four accounting firm; also obtained dismissal of related ERISA class actions, state court actions and derivative actions;
• defended an Oklahoma oil and gas company and its officers and directors in Section 11 class action and related claims filed by creditor trustee; case settled on satisfactory terms;
• obtained dismissal of 10b-5 and Section 11 claims against Blockbuster and certain of its officers and directors arising from Blockbuster’s split-off from Viacom, Inc.; also obtained dismissal of related state law claims asserted in the class action suit filed in the Delaware Chancery Court and related ERISA stock drop class action;
• obtained dismissal of 10b-5 claims against hospice care provider after market capitalization dropped $300 million (as well as dismissal of companion state and federal court derivative actions);
• obtained dismissal of 10b-5 and Section 11 claims against mobile phone service provider after drop in subscribers and revenues (as well as dismissal of companion state and federal court derivative actions);
• obtained dismissal of 10b-5 claims against Big Four accounting firm arising from its client’s restatement of earnings;
• obtained dismissal of 10b-5 claims against Blockbuster after drop in revenues and loss of $2 billion in market capitalization (as well as dismissal of companion state court derivative action);
• represented Heelys, Inc. in a securities class action, derivative actions and individual shareholder lawsuits arising from drop in stock price after IPO; cases were settled to the client’s satisfaction;
• defeated class certification in securities fraud action asserted against a Big Four accounting firm based on the plaintiffs’ inability to demonstrate a fraud-on-the-market classwide presumption of reliance;

Master Limited Partnership Securities Litigation

• represented conflicts committee of pipeline MLP in lawsuit challenging acquisition of MLP by its general partner; case settled on satisfactory terms that allowed merger to close and settlement was upheld on appeal after objections were filed;
• obtained dismissal of claims asserted in Delaware against a publicly traded general partner of a gas and crude oil processing and transportation MLP and certain of its directors regarding its sale of certain assets to the MLP and the subsequent merger of the general partner with the MLP;
• in a separate Delaware litigation, defeated a motion to expedite proceedings seeking to enjoin the MLP’s acquisition of its general partner; merger closed after plaintiffs voluntarily dismissed their claims;
• on behalf of the conflicts and governance committee of a publicly traded MLP, defeated a motion to expedite Texas litigation seeking to enjoin the MLP’s $2.5 billion acquisition by its majority unitholder; merger closed and plaintiffs subsequently withdrew their claims;

Merger Challenge Litigation

• represented a subsea pipeline company and its officers and directors in Texas and Louisiana state and federal courts challenging the company’s acquisition for $1 billion; case settled on satisfactory terms that allowed the merger to close;

SEC Enforcement Actions

• represented numerous individuals in various insider trading and accounting fraud SEC investigations, many of which were terminated with no action taken against the clients;

Shareholder Disputes

• defended private equity fund and related entities in shareholder oppression lawsuit related to acquisition and management of bank; after significant pre-trial motion practice and prior to commencement of depositions, plaintiffs voluntarily dismissed all claims; defended individual investment professional against RICO, fraud, and breach of fiduciary duty claims concerning real estate investment in two-week jury trial; jury ruled in favor of client on RICO and fiduciary duty claims and apportioned client only 1% liability on remaining claim;
• obtained significant settlement for two individuals who were wrongfully denied partnership interest in company they co-founded to develop LNG export terminals;

Energy Litigation and Arbitration

• represented midstream company in joint venture dispute regarding construction and operation of cogeneration facility; case settled satisfactorily to client;
• obtained jury verdict for offshore drilling company in lawsuit to recover unpaid joint interest billings; verdict upheld on appeal;
• on behalf of a Canadian crude oil trading company, prevailed in a New York arbitration to recover payments due for two cargoes of Canadian mixed sweet crude oil that the client sold to another trading company; panel ruled that cargoes met contractual specifications and awarded damages and attorneys’ fees of $3.8 million to the client;
• represented an energy trading and marketing firm in a price-reopener dispute under a long-term gas supply contract with an electrical cooperative in an American Arbitration Association proceeding; shortly before the hearing, the dispute was settled with a favorable price adjustment for the client;
• represented a chemical pipeline manufacturer in bankruptcy proceedings in which the debtor/lessor sought to recharacterize a pipeline lease agreement as an unsecured sale of pipeline; case settled favorably for the client;
• on behalf of private equity fund portfolio company, prevailed in a Canadian arbitration to recover the disputed amount of purchase price paid for natural gas storage facilities; arbitrator found that the gas remaining in the facility was cushion gas (not working gas) for which the client should have been required to pay an additional purchase price amount and awarded the client $17.7 million; respondent’s appeal of the award was denied by the Court of Queen’s Bench of Alberta; and
• in a Canadian arbitration, obtained a liability finding in favor of a gas and power trading and marketing company against a major o