Terremark

Terremark provides cloud computing services with advanced infrastructure and managed service offerings that deliver the scale, security, and reliability necessary to meet the demanding requirements of enterprises and governments around the world with a global network of data centers and a comprehensive portfolio of secure solutions. 

Case description: Alleged breaches of fiduciary duty by the Board of Directors of Terremark Worldwide, Inc. led by its chairman, founder and CEO Manuel Medina, by agreeing to sell the company without taking steps to maximizing shareholder value and agreeing to certain entrenching deal protection provisions in its merger agreement with Verizon Communications.

Cypress acted as consultants to the Minneapolis Firefighters with regard to the deal protection provisions of the merger agreement; Verizon termination fee; and process, disclosure, and governance issues. The case settled with Verizon agreeing to drop the “force the vote” and “top-up option” provisions and to reduce its termination fee by 24%.