Don Tucker has over 30 years of complex commercial litigation experience, including significant experience in mergers and acquisition-related litigation, multi-party cases, class actions, claims under the federal securities laws, shareholder and partnership disputes and contract disputes of many types. Don has represented a wide variety of corporations, including financial institutions and insurance companies; pharmaceutical and other life sciences companies; contract research organizations; issuers of securities; corporate trustees; directors and officers; professional advisors; agricultural cooperatives; and buyers and sellers of both businesses and of goods and services. Don appears frequently in the North Carolina Business Court where many of the above types of cases are litigated.
Professional & Community Affiliations
- Fellow, American Bar Foundation
- Member, Chief Justice's Commission on the Future of the North Carolina Business Court
- Wake County Bar Association
- Step-Up Ministries, Co-Partner
- Former Board Member, Artspace
- Member, Christ Episcopal Church
- Former Board Member, Duke Children’s Hospital National Board of Advisors
- Former Board Member, Duke Medical Center Board of Visitors
- Former Board Member, Teach for America, Eastern North Carolina Regional Advisory Board
- Former Board Member, Triangle Family Services
Honors & Awards
- The Best Lawyers in America©, Bet-the-Company Litigation, Commercial Litigation, Litigation - Mergers & Acquisitions (2006-2018)
- Benchmark Litigation, North Carolina State Litigation Star (2010-2018)
- Chambers USA: America’s Leading Lawyers for Business, Litigation: General Commercial (2016-2017)
- Martindale-Hubbell AV Preeminent Rated
- North Carolina Super Lawyers (2006-2018)
The following are a few of the recent matters that Don has handled for the firm:
- Defended independent directors of a Delaware corporation headquartered in Raleigh against challenges to an "exclusive forum" bylaw requiring certain shareholder suits to be brought only in North Carolina. In a precedent-setting opinion that has garnered National attention, the Delaware Court of Chancery ruled in favor of the directors and upheld the bylaw.
- Represented a U.S. pharmaceutical company in post-merger indemnity claim for breach of seller's representations and warranties.
- Defended a public utility company and its directors, as co-counsel, in multiple putative shareholder class actions brought in the North Carolina Business Court challenging multi-billion-dollar merger transaction.
- Defended a public pharmaceutical company and its directors, as co-counsel, in putative shareholder class action filed to enjoin client's merger with another global pharmaceutical company. The defense team successfully defeated plaintiff's motion for preliminary injunction prior to the shareholder vote approving the merger.
- Defended an agricultural cooperative against putative class actions brought by members and former members who seek to dissolve the cooperative and force it to distribute all or substantially all of its assets.
- Defended a public company client in a putative shareholder derivative action filed in the federal court for the Eastern District of North Carolina. The lawsuit alleged that the company and its directors breached their fiduciary duties in connection with the “say on pay” provisions of the Dodd-Frank Act. All claims were dismissed with prejudice.
- Represented a global pharmaceutical services company in connection with claims arising out of the termination of a drug co-promotion agreement.
- Advised an international health care group in an agreement to acquire worldwide patent rights and related intellectual property for two cardiovascular drugs from a world leader in biopharmaceutical business.
- Defended a client against claims for breach of an alleged long-term requirements contract brought by a cooperative of independent soft drink bottlers. The case was resolved by confidential settlement after a week-long trial in federal court for the District of South Carolina.
- Represented a life sciences company in connection with a dispute arising under technology licensing agreements.
- Defended a leading technology company client as co-counsel in 19 securities fraud class actions consolidated in federal court for the Middle District of North Carolina. The Fourth Circuit affirmed the dismissal of the case, establishing important precedent on the issue of loss causation in securities fraud cases.
- Defended a former officer of North American operating subsidiary of global reinsurer of life insurance policies in connection with eight consolidated securities fraud class action lawsuits pending in the Southern District of New York. Obtained voluntary dismissal of client prior to settlement by remaining defendants.
- Defended a national bank against claims brought in federal court in the Southern District of New York. Plaintiffs, a group of large institutional investors, alleged that the bank had breached its contractual and fiduciary duties as trustee in connection with $1 billion in asset backed securities.
- Represented a global pharmaceutical services company in arbitration involving dispute over post-closing price adjustment in the sale of a business division. Obtained significant award in favor of our client after trial before arbitrator.
- Represented a national convenience store operator in litigation in Georgia arising out of the acquisition of a chain of convenience stores. Plaintiff agreed to a voluntary dismissal before the client ruled on our client’s motion to dismiss.
- Represented a seller of regional supply company in a multi-million-dollar claim against the purchaser of the company for significant post-closing compensation and benefits owed to the seller’s chief executive officer under the terms of the parties’ purchase agreement. Seller agreed to pay full amount of client’s claim prior to the filing of litigation.
- Advised a publicly traded, global tobacco company on its $50 billion merger with another major publicly traded tobacco company.
- Advised a global solid state LED lighting and semiconductor manufacturing company in connection with the risk aspects of its announced agreement for its $850 million sale of assets to a publicly traded German semiconductor company. The transaction was terminated before completion due to regulatory considerations.
- Don also counsels clients to identify, evaluate, avoid, and manage risk in a variety of corporate and commercial contexts.
News & Publications
- 2018 North Carolina Super Lawyers Recognizes Forty-three Smith Anderson Lawyers as Super Lawyers and Rising Stars01.25.2018
- Smith Anderson Litigators Explain the Shifting Trends in M&A Litigation Against U.S. Public CompaniesIR Update magazine, published by the National Investor Relations Institute, January/February Issue
- Smith Anderson Assists in Advising British American Tobacco in Merger Agreement with Reynolds American01.17.2017
- 2017 The Best Lawyers in America© Guide Recognizes 62 Smith Anderson Lawyers – Most in the Firm’s History08.15.2016
- N.C. Lawyers Weekly, 02.29.2016
- 2016 The Best Lawyers in America© Guide Lists 60 Smith Anderson Lawyers – Most in the Firm’s History08.17.2015
- Smith Anderson Represents General Parts International in $2.04 Billion Merger with Advance Auto Parts03.18.2014
- Smith Anderson Announces 49 of its Firm Lawyers are Named a “Best Lawyer” by The Best Lawyers in America® 201308.29.2012
- “Disclosure Settlements” Live On In North Carolina Merger Litigation – But Will the Fee Awards Continue to Justify Lawsuits?01.22.2018
- The Death of Merger Litigation Part II – The North Carolina Business Court Puts a Nail in the Coffin12.06.2016
- 08.08.2016Published by the American Bar Association, "Commercial & Business Section of Litigation" and "Corporate Counsel Section of Litigation"
- Tyranny of the Minority: North Carolina Business Court Explores Potential Fiduciary Duties of Minority Shareholders10.01.2015
- 03.2015Antitrust & Complex Business Dispute News (North Carolina Bar Association Antitrust & Complex Business Disputes Law Section Newsletter)
- Fourth Circuit Clarifies Pleading Standards and (Again) Rejects Affidavits that Contradict a Party’s Deposition03.16.2014
- North Carolina Business Court Limits Unfair and Deceptive Trade Practice Claims Concerning Internal Corporate Matters02.07.2014
- North Carolina Business Court Holds that Shareholders Cannot Directly Sue Officers and Directors in Merger Challenge11.22.2013
- Fourth Circuit Holds that Motor Carrier has No Claim Under Federal Law Against Shipper for Unpaid Freight Charges11.14.2013
Events & Webinars
- Moderator, “Issues in Business Organization Disputes” Panel at the 5th Annual NC Business Court CLE, Charlotte, N.C.05.2017
- Co-Presenter, "Swords and Shields: An Overview of Current Topics in Public Company Merger Litigation," UNC's Festival of Legal Learning, Chapel Hill, N.C.02.2016
- Presenter, "Getting into Business Court and Legislative Changes Affecting Business Court," NC Bar Association’s 2015 Antitrust & Complex Business Disputes Section Annual Meeting02.2015
Bar & Court Admissions
- Supreme Court of the United States
- U.S. Court of Appeals for the Fourth Circuit
- U.S. District Courts for the Eastern, Middle and Western Districts of North Carolina
- All North Carolina State Courts
- Admitted Pro Hac Vice in matters pending in various state and federal courts, including New York, South Carolina and Georgia
University of North Carolina, J.D., 1984
Duke University, B.A., magna cum laude, 1981