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Baker Botts Successfully Defends Chesapeake Energy Corporation in Change of Control Dispute


DALLAS, July 29, 2016 - Baker Botts L.L.P., a leading international law firm, today announced that it secured a judgment in favor of Chesapeake Energy Corporation in a dispute over whether change of control provisions in employee benefit plans and contracts had been triggered.

“An original plaintiffs’ case was filed as a putative class action in state court in Oklahoma, but moved to arbitration. The recent win is the second arbitration victory the firm has obtained for Chesapeake,” said Tim Durst, a Dallas based partner and the Partner-in-Charge of the firm’s Dallas office.

The plaintiff, a former employee, sued Chesapeake claiming he was owed cash and stock as a change of control payment arising from changes to the Chesapeake Board of Directors in 2012.  The change of control language in the contract and plan at issue here had also been the focus of the original putative class action.

On Chesapeake’s motion for summary judgment, the arbitrator found the various clauses were not triggered. The arbitrator rejected plaintiff’s arguments that Chesapeake replaced a majority of its directors as a result of an actual or threatened election contest, and found that Chesapeake’s Incumbent Board never ceased to be a majority.  The arbitrator, thus, dismissed plaintiff’s claims with prejudice.

The Baker Botts team representing Chesapeake included: Tim Durst (Partner, Dallas), Josue Caballero (Associate, Dallas) and Melissa Hurter (Associate, Dallas).