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  • Education
    • J.D., Dickinson School of Law, 1991, Dickinson Law Review, Senior Editor; Appellate Moot Court Board
    • B.A., Bucknell University, 1987, Dean's List; Sigma Xi Scientific Research Society
  • Court Admissions
    • U.S. Court of Appeals, Third Circuit
    • U.S. Court of Federal Claims
    • U.S. District Court, District of Delaware
    • U.S. District Court, Eastern District of Pennsylvania
    • U.S. District Court, Middle District of Pennsylvania
    • U.S. District Court, District of New Jersey

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.

Business and Fiduciary Litigation

Monty represents corporations, officers, individual directors and director committees, and sophisticated investors in prosecuting and defending shareholder class and derivative litigation. Many of these cases involve fiduciary duty claims arising in the context of interested and third party transactions. Monty also provides representation in the context of special proceedings under the Delaware General Corporation Law and alternative entity laws. Representative cases include:

  • Basho Tech. Holdco B, LLC v. Georgetown Basho Inv., LLC, 2018 WL 3326693 (Del. Ch. July 6, 2018) (representation of co-founder, former CEO and Chairman of the Board and affiliated investment entities in prosecuting fiduciary duty claims against VC investor and board designees)
  • AIG Corp. Consol. Derivative Litig., C.A. No. 769-N (Del. Ch. 2004) (defense of former CEO of Gen Re in connection with shareholder derivative claims)
  • Ortsman v. ADESA, et al., C.A. No. 2670-VCL (Del. Ch. 2007) (representation of Adesa's CEO, COB and CFO against shareholder breach of fiduciary duty claims arising from private equity acquisition transaction)
  • In re Compucom Systems, Inc. Stockholders Litig., C.A. No. 499-N, 2005 WL 2481325 (Del. Ch. Sept 29, 2005) (defense of special committee in connection with shareholder breach of fiduciary duty claims)
  • Teachers' Retirement System of Louisiana v. Scrushy, C.A. No. 20529, 2004 WL 423122 (Del.Ch. March 2, 2004) (defense of former HealthSouth director in connection with direct and derivative shareholder claims)
  • Blackthorn Partners, L.P. v. Malone (Del. Ch. 2010) (representation of Thomson Reuters Lipper Hedge Fund Award recipient in connection with breach of fiduciary duty claims arising from sale of Liberty Media business unit to DirecTV)
  • In re Cal-Maine Foods, Inc. Shareholders Litig., C.A. No. 20507 (Del. Ch. 2003) (representation of sophisticated shareholder group challenging proposed freeze-out transaction)
  • Miron v. Microsoft Corp., et al., C.A. No. 1149-CC (Del. Ch. 2005) (defense of corporation and board designees in connection with direct and derivative shareholder claims)
  • Encompass Services Holding Corp. v. Prosero Inc., C.A. No. 578-N, 2005 WL 332810 (Del. Ch. Feb. 3, 2005) (statutory shareholder appraisal action)
  • Sicking v. JetStar Holdings, Inc., C.A. No. 2232-N (Del. Ch. 2006) (statutory shareholder appraisal action) 

Commercial Litigation

In the area of commercial litigation, Monty has provides representation in the context of joint venture disputes, attempts to pierce the corporate veil, trademark and copyright infringement, contract disputes and alleged business torts arising in the context of asset sales and other business transactions. Monty also has defended consumer fraud and product liability class actions filed throughout the United States. Some of the commercial disputes in which Monty has provided representation have involved foreign business entities. Representative cases include:

  • Southco, Inc. v. Penn Engineering and Manufacturing Corp., No. 1:10-CV-00003-LPS (D. Del. 2010) (patent infringement and invalidity claims)
  • Winchester Carpet & Rug Co. v. WebVention Holdings LLC, No. 11-00337-GMS (D. Del. 2011) (patent non-infringement action
  • Redwood Regional Medical Group v. CCE Partners, LLC, No. 6273-VCS (Del. Ch. 2010) (LLC member dispute involving direct and derivative claims)
  • Philip A. Templeton, M.D., P.A. v. EmCare, Inc., No. 11-CV-00808-SSR (D. Del. 2011) (declaration of rights under membership interest purchase agreement)
  • Olson v. Microsoft Corp., et al., C.A. No. 06C-01-355 (Del. Super. 2006) (defense of corporation in connection with contractual employment claims)
  • CertainTeed Corp. v. Celotex Corp., C.A. No. 471-N (Del. Ch. 2004) (defense of seller corporation and related entities in connection with claims arising from asset acquisition transaction)
  • Trull v. Microsoft Corp., C.A. No. 97CH3140 (Cook Co., Ill., Chanc. Div. 1997) (defense of corporation against consumer class action) 

Business Counseling 

Monty has represented officers and directors in the context of:

  • Routine and extraordinary transactions
  • The recommendation and implementation of prophylactic measures such as recusal and special committee processes in the context of private equity ("going private") acquisitions, reverse stock splits, funding rounds, recapitalizations and a wide array of interested or controlling shareholder transactions
  • Internal investigations of potential director misconduct 

Cultural Antiquities/North American Indian Law

Monty has provided representation in the context of numerous matters garnering international media attention in the context of cultural antiquities and, in particular, North American Indian law, including:

  • Co-representation of scientists in successfully challenging federal government's intended disposition of nine thousand 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")
  • Representation of Ethnic Minority Council of America in supporting Bureau of Land Management's decision against repatriating ancient mummified remains and cultural items in "Spirit Cave Mummy" litigation venued in Federal District Court for the District of Nevada.
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