Simpson Thacher Secures Win for First Student in Delaware Chancery Court
07.12.25
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On July 11, 2025, Simpson Thacher secured a win in the Delaware Chancery Court on behalf of First Student, Inc., an EQT portfolio company, in a contract dispute arising from the stock purchase agreement (SPA) that governed Transdev North America, Inc.’s acquisition of First Transit Inc. from Recess HoldCo LLC. In October 2023, Transdev initiated the litigation by filing a complaint and seeking a TRO against Recess, alleging that Recess had breached the non-compete provision in the SPA in submitting a competing transit service bid. Transdev later withdrew the TRO application. One year later, Transdev amended its complaint to include additional claims of non-compete breaches related to two other bids and a non-solicit breach related to the hiring a former First Transit manager.
Simpson Thacher successfully argued that Transdev's claims lacked merit because the bids were outside the scope of the non-compete which permitted the retained transit businesses to operate and engage in competitive activity, and the hiring was carved-out from the non-solicit. The Delaware Chancery Court agreed with Recess’s arguments and granted the Defendant’s motion to dismiss the amended complaint with prejudice.
The Simpson Thacher team included Stephen Blake, Laura Lin, Jonathan Sanders, Hilary Wong and Breana Sicley.