Kenneth P. Held

Kenneth P. Held

  • 713.653.8695
    832.397.8198
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Partner

  • Thompson & Knight LLP
    811 Main Street
    Suite 2500
    Houston, TX 77002-6129 USA
    713.653.8695
    832.397.8198
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Kenneth Held focuses his practice on business litigation and arbitration, with an emphasis on securities litigation, energy litigation, and class action defense. He represents litigants in state and federal courts as well as in arbitration and regulatory enforcement matters. His clients range from individuals to publicly traded and privately held companies as well as private equity firms and hedge funds.

A member of both the New York and Texas state bars, Kenneth spends a significant amount of his time representing financial industry clients in securities litigation and other matters. He defends corporate clients against shareholder derivative actions and consumer and shareholder class action suits. Kenneth has obtained the dismissal of numerous securities fraud class actions at the pleadings stage. He has successfully defended securities clients in stock drop securities fraud class actions (including 10b-5 and Section 11 cases), merger challenge lawsuits, fiduciary duty litigation, ERISA stock drop class actions, and insider trading investigations.

In the energy arena, Kenneth has represented both plaintiffs/claimants and defendants/respondents in price reopener disputes, long-term gas supply contract disputes, crude oil quality disputes, joint operating agreement disputes, and purchase agreement price disputes. He also has substantial experience in consumer class action defense and a variety of other class action matters.

Experience

Securities and Derivative Litigation

  • Obtained dismissal of 10b-5 and Section 11 class actions at motion to dismiss stage filed against numerous companies and their officers and directors, including Blockbuster, a hospice care network, a mobile phone service provider, and a Big Four accounting firm; also obtained dismissal of related ERISA class actions, state court actions, and derivative actions
  • 10b-5 and Section 11 claims against Blockbuster and certain of its officers and directors arising from Blockbuster’s split-off from Viacom, Inc.; also obtained dismissal of related state law claims asserted in the class action suit filed in the Delaware Chancery Court and related ERISA stock drop class action)
  • Obtained dismissal of 10b-5 claims against hospice care provider after market capitalization dropped $300 million (as well as dismissal of companion state and federal court derivative actions)
  • Obtained dismissal of 10b-5 and Section 11 claims against mobile phone service provider after drop in subscribers and revenues (as well as dismissal of companion state and federal court derivative actions)
  • Obtained dismissal of 10b-5 claims against Big Four accounting firm arising from its client’s restatement of earnings
  • Obtained dismissal of 10b-5 claims against Blockbuster after drop in revenues and loss of $2 billion in market capitalization (as well as dismissal of companion state court derivative action)
  • Represented Heelys, Inc. in a securities class action, derivative actions, and individual shareholder lawsuits arising from drop in stock price after IPO; cases were settled to the client’s satisfaction
  • Defeated class certification in securities fraud action asserted against a Big Four accounting firm based on the plaintiffs’ inability to demonstrate a fraud-on-the-market classwide presumption of reliance
  • Represented MLPs and their affiliates in various unitholder litigation, including challenges to interested party transactions, governance issues, and merger challenges
  • Obtained dismissal of claims asserted in Delaware against a publicly traded general partner of a gas and crude oil processing and transportation MLP and certain of its directors regarding its sale of certain assets to the MLP and the subsequent merger of the general partner with the MLP
  • In a separate Delaware litigation, defeated a motion to expedite proceedings seeking to enjoin the MLP’s acquisition of its general partner; merger closed after plaintiffs voluntarily dismissed their claims
  • Represented MLP as nominal defendant in unitholder derivative action challenging drop down transaction
  • Represented both acquirors and targets in investor actions challenging mergers
  • On behalf of the conflicts and governance committee of a publicly traded MLP, defeated a motion to expedite Texas litigation seeking to enjoin the MLP’s $2.5 billion acquisition by its majority unitholder; merger closed, and plaintiffs subsequently withdrew their claims
  • Represented a subsea pipeline company and its officers and directors in Texas and Louisiana state and federal courts challenging the company’s acquisition for $1 billion; case settled on satisfactory terms that allowed the merger to close
  • Represented numerous individuals in various insider trading and accounting fraud SEC investigations, many of which were terminated with no action taken against the clients
  • Defended private equity fund and related entities in shareholder oppression lawsuit related to acquisition and management of banks; after significant pre-trial motion practice and prior to commencement of depositions, plaintiffs voluntarily dismissed all claims
  • Represented founder of business consulting firm in “business divorce” and theft of trade secrets case against partner; case settled favorably for client
  • Represented conflicts committee of pipeline MLP in lawsuit challenging acquisition of MLP by its general partner; case settled on satisfactory terms that allowed merger to close, and settlement was upheld on appeal after objections were filed
  • Defended Oklahoma oil and gas company and its officers and directors in Section 11 class action and related claims filed by creditor trustee; case settlement on satisfactory terms

Energy Litigation and Arbitration

  • Obtained jury verdict for offshore drilling company in lawsuit to recover unpaid joint interest billings; verdict upheld on appeal
  • On behalf of a Canadian crude oil trading company, prevailed in a New York arbitration to recover payments due for two cargoes of Canadian mixed sweet crude oil that the client sold to another trading company; panel ruled that cargoes met contractual specifications and awarded damages and attorneys’ fees of $3.8 million to the client
  • Represented an energy trading and marketing firm in a price-reopener dispute under a long-term gas supply contract with an electrical cooperative in an American Arbitration Association proceeding; shortly before the hearing, the dispute was settled with a favorable price adjustment for the client
  • Represented a chemical pipeline manufacturer in bankruptcy proceedings in which the debtor/lessor sought to recharacterize a pipeline lease agreement as an unsecured sale of pipeline; case settled favorably for the client
  • On behalf of private equity fund portfolio company, prevailed in a Canadian arbitration to recover the disputed amount of purchase price paid for natural gas storage facilities; arbitrator found that the gas remaining in the facility was cushion gas (not working gas) for which the client should have been required to pay an additional purchase price amount and awarded the client $17.7 million; respondent’s appeal of the award was denied by the Court of Queen’s Bench of Alberta
  • In a Canadian arbitration, obtained a liability finding in favor of a gas and power trading and marketing company against a major oil producer for wrongful termination of a gas supply contract, with damages exceeding $80 million to be determined in a second phase of the bifurcated arbitration; the case settled favorably after a hearing on damages

Class Action Defense

  • On behalf of website domain parking companies, obtained dismissal of RICO claims and defeated class action certification of putative nationwide class of trademark and common law mark owners alleging RICO violations, cybersquatting, trademark infringement, and related claims
  • Defeated class certification of numerous putative nationwide consumer class actions, including (1) Kansas federal court action alleging consumer fraud and negligent automotive maintenance services against national chain of automotive service providers and (2) Arkansas state court action alleging consumer fraud against a national chain of automotive service providers
  • Obtained favorable settlements of consumer class actions, including (1) nationwide consumer class action and related cases challenging add-on fees charged by a national chain of automotive service providers (settlement was affirmed on appeal filed by objectors) and (2) Kentucky county-wide class actions alleging improper pass-through of property taxes on cable television bills

Other Litigation

  • Represented commercial borrower in litigation arising from an unpaid commercial loan
  • Represented a food-service industry franchisee in an AAA arbitration against its franchisor; obtained a favorable settlement for the client
  • Represented a British bank, protecting its security interest in securitized assets in bankruptcy proceedings, which enabled the bank to obtain full repayment of its loans
  • Obtained an injunction for a sports equipment manufacturer to prevent a former corporate officer from misappropriating trade secrets

Prior Experience

  • Judicial Clerk to the Honorable Milton Pollack, U.S. District Court for the Southern District of New York, 1993–1994

Distinctions/Honors

  • Chambers USA by Chambers & Partners (Litigation: Securities); 2007-2018
  • Texas Super Lawyers® by Thomson Reuters (Business Litigation); 2013–2017
  • “Future Litigation Star,” Benchmark: Litigation, The Definitive Guide to America’s Leading Litigation Firms & Attorneys; 2009-2010, 2012

Activities (Memberships/Affiliations)

  • American Bar Association; Member, ABA Litigation Section; Member, Class Action and Derivative Suits Committee
  • Member, Houston Bar Association

  • Fellow, Texas Bar Foundation