“Shocking misconduct.” “Breathtaking and undeniable.” “Egregious behavior and conscious wrongdoing.” “Blatant fraud.”

A team from King & Spalding is pulling out all the stops in an attack on a pending merger between Xerox Corp. and Fujifilm Holdings Corp.. The firm represents Xerox's third-largest shareholder, Darwin Deason, who wants to kill the deal and replace much of the Xerox board.

The amended complaint, a 746-page submission filed on April 15 in New York state court, kicks off with a devastating evaluation of the merger by legal giant John Coffee, a professor at Columbia Law School who has repeatedly been named one of The National Law Journal's 100 most influential lawyers in America.

“This is a strange and irregular transaction that is simply not comparable to any other transaction I have seen in over 45 years of observing the 'merger and acquisition' marketplace,” Coffee opines. “A CEO of the target, facing likely ouster, serves as the loyal agent of the acquirer, designing a deal that is too good to be true: a cheap price, little governance protections, no market check, and a process that ignores other bidders.”

It's as if the King & Spalding lawyers—Israel Dahan, Richard Marooney Jr., Peter Isajiw and Robert Meadows—are saying up front, “Hey, don't take our word for how rotten this deal is. Listen to John Coffee.”

Who is, admittedly, very convincing.

In January, the companies announced Fuji would acquire 50.1 percent of Xerox. The two already have a longstanding joint venture in Asia, Fuji Xerox.

Fuji's CEO boasted to the Nikkei Asian Review that the deal “will allow us to take control of Xerox without spending a penny.”

Apart from Deason's suit, other Xerox shareholders have filed four now-consolidated class actions objecting to the deal.

To Coffee, the Fuji merger “resembles a leverage buyout in which the acquirer buys a controlling stake without providing an exit for the public shareholders. Such a transaction is virtually unknown.”

So why would Xerox agree to it?

One reason, according to the complaint, is that the Xerox board in the fall of 2017 allegedly told CEO Jeff Jacobson that he was going to be replaced—they had even chosen his successor. As such, they told him to quit talking to Fuji about a possible merger. (Xerox Chairman Robert Keegan disputes this, telling Reuters that Jacobson “was fully authorized to engage in discussions.”)

Jacobson was also in the crosshairs of Xerox's largest shareholder, Carl Icahn, who was threatening a proxy fight.

Portraying Icahn as their “mutual enemy,” Jacobson went on to strike a deal with Fuji—according to the complaint, he called it a “hail Mary”—where he'll get to stay on as CEO post-merger. Select board members get to stay on as well.

“The director defendants breached their fiduciary duties of loyalty, care, good faith and candor by … inexplicably permitting CEO Jacobson to lead the negotiations of the transaction in spite of his undeniable conflicts of interest and blatant defiance of several board directives,” the complaint states.

But wait, there's more. Deason also says Xerox for 17 years intentionally withheld from shareholders the existence of a “crown jewels” agreement that gives Fuji a lock-up on Xerox's IP rights in Asia. That agreement makes it “practically impossible for Xerox to sell to anyone else” besides Fuji, one board member allegedly said.

The Xerox defendants have hired an A-list legal team: Paul, Weiss, Rifkind, Wharton & Garrison litigators Jay Cohen, Claudia Hammerman and Jaren Janghorbani. They argue that the suit should be dismissed because “the complained-of board action is presumed to be proper under the business judgment rule,” and also for failure to state a cause of action.

They may have better luck shutting down Deason's second complaint, a bid to nominate a competing slate of directors for election at the upcoming Xerox shareholder meeting in June.

The problem is, the deadline for such nominations under the Xerox by-laws was December 11, 2017. But it was six weeks after the deadline when the Xerox board agreed to the “dramatically one-sided sale” to Fuji and belatedly disclosed the crown-jewels agreement, Deason says. Now, he wants the court to enjoin Xerox from enforcing its advance-notice by-laws.

“Xerox is at a crossroads and the company faces imminent and critical decisions concerning its future. As a result, equity dictates that the shareholders be given an opportunity to determine, in view of these recent material developments, whether to elect a board that will reevaluate if the proposed change of control transaction with Fuji is in the best interest of Xerox's shareholders,” Dahan from King & Spalding wrote.

But the Xerox team from Paul Weiss counters that “No court applying New York law has ever endorsed Mr. Deason's legal theory that material changes occurring after the nomination deadline somehow excuse compliance with the advance notice by-law.”

“While Mr. Deason might disagree with the board's view that the proposed transaction 'optimize[s]' Xerox's relationship with Fujifilm and Fuji Xerox (and Mr. Deason has been vocal in expressing that disagreement),” Cohen wrote, “the announcement of a strategic transaction was not a wholly unanticipated development and is not a basis to enjoin the application of a duly enacted advance notice by-law.”

Facebook could face billions in penalties if it violated the Illinois Biometric Information Privacy Act through its “Tag Suggestions” tool.

Justice Stephen Breyer warned that allowing damages for infringement that occurs outside the country could lead to “chaos.”

The plaintiff's lawyer attributes the record verdict to testimony from three corporate representatives who admitted that there was no testing performed and the fact that the victim left behind two children who are now 11 years old.

A disturbing story of a lawyer who said he wanted his death “by fossil fuels” to lead to increased action to save the environment.

Cohen's lawyer left open the possibility that Squire Patton Boggs client matters referred by Cohen could have been seized by law enforcement, as well as documents by Morgan Lewis tax attorney Sheri Dillon.

Some law firms are allegedly coaching retired players to obtain more favorable scores in the claims assessment process.

The lawyers, who joined from firms including Polsinelli, K&L Gates and Hunton & Williams, do a range of work including commercial litigation, employment litigation, IP litigation and white-collar criminal defense.

Hannity. It's just too perfect.