R. Montgomery ("Monty") Donaldson is the Co-Chair of Polsinelli’s M&A Litigation Group, and a seasoned veteran who has litigated and provided consultation in connection with a wide range of matters across an equally wide spectrum of industries. He believes that the representation he provides, whether in court or in the boardroom, must stand on real ground and be tailored to client expectations and objectives.
Monty's practice focuses on business counseling and litigation, with an emphasis on matters involving complex business transactions, corporate governance, securities, and special proceedings under the Delaware General Corporation Law and alternative entity laws. Monty’s litigation practice also involves an array of commercial matters, including commercial contract (such as, by way of example, co-development and licensing, merger and asset sale agreements), intra-organizational disputes (such as member, partner and shareholder disputes), joint venture disputes and business tort cases. Many of these matters are venued in the federal and state courts of Delaware, including the internationally-recognized Delaware Court of Chancery. In these and other representations, Monty is called upon to serve as primary counsel or as Delaware counsel in coordination with reputable firms located throughout the country and abroad. Polsinelli’s national footprint and its enlightened overhead structure permit Monty to deliver these services (a) with the backing of a deep bench and (b) at competitive rates or, where appropriate, alternative fee arrangements.
Clients have included:
- Corporations (private and publicly-traded), limited liability companies, partnerships, and liquidating trusts
- Officers, boards and director committees
- Sophisticated investors, including founders, angels, venture capital and private equity
- Joint ventures and co-developers
- Entrepreneurs and their early-stage enterprises
Individual clients have ranged from stakeholders, officers and directors in early-stage privately-held companies to some of the country’s most highly-compensated public company executives (in that role or as members of the board).
Services provided to these clients have involved consultation where litigation is threatened or in connection with transactions (such as controller transactions and inside funding rounds) implicating nuanced governance issues, the prosecution and defense of direct and derivative breach of fiduciary duty claims, and all manners of commercial disputes, ranging from “busted deals” and funding rounds in venture-backed companies to contract indemnity claims in the context of mergers, divestitures and asset acquisitions.
Monty has provided Delaware legal opinions in the context of both routine and extraordinary transactions. He also has counseled controlling shareholders, minority shareholders who may be deemed to exercise effective control broadly or in connection with a specific transaction, founders, directors and director committees in connection with a wide array of matters, including change in control transactions, funding rounds and internal investigations.
He has published extensively, including most recently in the Delaware Journal of Corporate Law (“Inside Funding Rounds in Venture-Backed Companies: The Perils of “Effective Control,”) available here.
Monty served as lead counsel under the provisions of the Private Securities Litigation Reform Act of 1995, representing institutional investors and shareholder classes in, among others, In re Dollar General Sec. Litig. and In re DaimlerChrysler Sec. Litig., the latter concerning the 1998 trans-Atlantic merger of Chrysler Corporation and Daimler-Benz AG. The settlements obtained in some of the cases in which Monty has been involved were among the largest obtained in comparable securities litigation. In addition to class claims, Monty represented a $120 billion state pension fund in opt-out litigation arising from a $58 billion merger creating at the time the largest U.S. banking operation. This matter settled at a substantial premium over the per share settlement obtained on behalf of the class.
Most recently, Monty was lead trial counsel in the widely- publicized Basho Technologies litigation (Basho Tech. Holdco B, LLC v. Georgetown Basho Inv., LLC, 2018 WL 3326693 (Del. Ch. July 6, 2018)). There, Monty and the Polsinelli trial team represented Basho’s co-founder, former CEO and Chairman of the Board and numerous affiliated investment entities claiming that a venture capital investor and its board designees committed serial breaches of fiduciary duty to secure majority control over and extract value from Basho (a data software technology company), which caused the company to fail. Delaware Court of Chancery Vice Chancellor J. Travis Laster’s 126-page post-trial opinion strongly condemned the actions taken by Basho’s controller, and awarded $20 million in damages to Polsinelli’s clients.
Further demonstrating the breadth of his experience, Monty was one of three attorneys representing a team of distinguished scientists who successfully challenged the U.S. government's intended disposition of 9,000 year-old human remains in the internationally-publicized "Kennewick Man" litigation, featured on NOVA ("Mystery of the First Americans") and the Discovery Channel ("Discover Magazine: The Earliest Immigrants"). He has since represented the Ethnic Minority Council of America in the equally controversial "Spirit Cave Mummy litigation in the Federal District of Nevada.