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%.

MasterCard

MasterCard, serving more than 24,000 member financial institutions worldwide, is the #2 payment system in the US. The company does not issue credit or its namesake cards; rather, it markets the MasterCard (credit and debit cards) and Maestro (debit cards) brands, provides the transaction authorization network, establishes guidelines for use, and collects fees from members. The company provides services in more than 210 countries and territories; its cards are accepted at more than 25 million locations around the globe. MasterCard also operates the Cirrus ATM network.

Case description: Alleged MasterCard unlawfully fixed the price of fees charged to merchants for transactions processed over the MasterCard networks.

Cypress acted as expert witness on behalf of MasterCard as to the solvency of the Company prior to its initial public offering.