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With more than 35 years of complex business litigation experience, Overton Thompson has represented a multitude of clients in bet-the-company matters where hundreds of millions, and sometimes billions, of dollars have been in dispute. Of note, he was lead counsel for Genesco Inc. in the largest case ever tried in Tennessee involving the breach of a $1.5 billion merger agreement. The case was heard in both the Chancery Court of Davidson County (Tennessee) and the U.S. District Court for the Southern District of New York. It was reported in both The Wall Street Journal and The American Lawyer magazine. Overton guides his clients through analysis, strategy, negotiations or litigation to obtain favorable results in important matters. He has provided counsel for national clients of all sizes on a range of complex litigation, business, securities and corporate matters.
With more than 35 years of complex business litigation experience, Overton Thompson has represented a multitude of clients in bet-the-company matters where hundreds of millions, and sometimes billions, of dollars have been in dispute. Of note, he was lead counsel for Genesco Inc. in the largest case ever tried in Tennessee involving the breach of a $1.5 billion merger agreement. The case was heard in both the Chancery Court of Davidson County (Tennessee) and the U.S. District Court for the Southern District of New York. It was reported in both The Wall Street Journal and The American Lawyer magazine. Overton guides his clients through analysis, strategy, negotiations or litigation to obtain favorable results in important matters. He has provided counsel for national clients of all sizes on a range of complex litigation, business, securities and corporate matters.
Overton works with officers, directors and leaders of companies on disputes involving:
Securities & Shareholder and Merger & Acquisition Litigation – Representation of public and private corporations in securities and shareholder class actions, derivative actions; officer and director liability; breach of fiduciary duty; and breach of securities laws, including claims brought under Section 10-b/10-b-5.
Business Disputes – Representation of plaintiffs and defendants in a range of business disputes including business fraud, breach of contract, trade secrets and restrictive covenants, corporate and partnership dissolutions, lender liability, intellectual property and patent infringement, as well as insurance and trusts and estate disputes.
Memberships
Nashville Bar Association — Board of Directors, Past Member; Dispute Resolution Section, Past Chairman
Tennessee Bar Association — Litigation Section, Past Chairman
Men of Valor — Member, Board of Directors, President
Monroe Harding Children’s Home — Past Chair
Exchange Club of Nashville — Past Board Member
Antiques & Garden Show of Middle Tennessee — Past Board Member
Travellers Rest Historic House and Museum — Board of Directors, Past President
With more than 35 years of complex business litigation experience, Overton Thompson has represented a multitude of clients in bet-the-company matters where hundreds of millions, and sometimes billions, of dollars have been in dispute. Of note, he was lead counsel for Genesco Inc. in the largest case ever tried in Tennessee involving the breach of a $1.5 billion merger agreement. The case was heard in both the Chancery Court of Davidson County (Tennessee) and the U.S. District Court for the Southern District of New York. It was reported in both The Wall Street Journal and The American Lawyer magazine. Overton guides his clients through analysis, strategy, negotiations or litigation to obtain favorable results in important matters. He has provided counsel for national clients of all sizes on a range of complex litigation, business, securities and corporate matters.
Memberships
Nashville Bar Association — Board of Directors, Past Member; Dispute Resolution Section, Past Chairman
Tennessee Bar Association — Litigation Section, Past Chairman
Men of Valor — Member, Board of Directors, President
Monroe Harding Children’s Home — Past Chair
Exchange Club of Nashville — Past Board Member
Antiques & Garden Show of Middle Tennessee — Past Board Member
Travellers Rest Historic House and Museum — Board of Directors, Past President
Obtained summary judgment on behalf of Change Healthcare and related entities in federal court litigation in Seattle stemming from Change Healthcare’s acquisition of a start-up business in the healthcare technology industry where the stock purchase agreement had contingent earn-out provisions
Counseled J. Alexander’s Corporation in response to the significant stock accumulation and activist campaign led by Privet Fund LP and its associates during 2012
Lead counsel for O’Charley’s Inc. and its board of directors in the consolidated shareholder litigation filed in Tennessee Chancery Court following the announcement of the $220 million sale of O’Charley’s to Fidelity National Financial, Inc.
Represented an international integrated energy and chemical company as a third party defendant in a case concerning allegations that a chemical used in a spray tan product was contaminated
Represented J. Alexander’s Corporation and its board of directors in putative class action alleging breach of fiduciary duty in connection with the proposed $95 million acquisition of J. Alexander’s by Fidelity National Financial
"Overton Thompson has an excellent track record in the commercial litigation space, offering additional strength in securities disputes and contentious IP matters. 'Overton Thompson is a top-drawer lawyer. Over the course of his career he has handled some pretty big cases. He is a gentleman and easy to deal with.' 'I think of Overton as an assured lawyer who delivers consistent results.'"
