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Index of tables
M&A: litigation: defense
- John Donovan - Ropes & Gray LLP
- Sandra Goldstein - Cravath, Swaine & Moore LLP
Peter Kazanoff -
Simpson Thacher & Bartlett LLP
- Meredith Kotler - Cleary Gottlieb Steen & Hamilton LLP
Kenneth Nachbar -
Morris, Nichols, Arsht & Tunnell LLP
- John Neuwirth - Weil, Gotshal & Manges LLP
- Yosef Riemer - Kirkland & Ellis LLP
- William Savitt - Wachtell, Lipton, Rosen & Katz
Edward Welch -
Skadden, Arps, Slate, Meagher & Flom LLP
Gregory Williams -
Richards, Layton & Finger, P.A.
- Donald Wolfe Jr - Potter Anderson & Corroon LLP
Cravath, Swaine & Moore LLP in New York is ‘outstanding, with experts in all aspects of M&A who deliver high-quality services’. Sandra Goldstein, who is ‘superior at strategy and takes a practical and productive approach’, represented 3G Capital and Heinz Holding in cases brought in Virginia and Illinois relating to Heinz’s $60bn merger with Kraft Foods. Along with Richard Clary, Goldstein defeated claims against Credit Suisse Securities as lead financial adviser to Freeport-McMoRan in acquisitions totaling $9bn. The ‘deeply respected’ Gary Bornstein represented British American Tobacco in a class action arising from the $27bn acquisition of Lorillard by Reynolds American, in which the client held a substantial equity position. Prominent partner Robert Baron achieved a dismissal in one case and reached a settlement in another for Alliant Techsystems, which faced purported class actions from public shareholders of Orbital Sciences Corporation in the Delaware Court of Chancery alleging breaches of fiduciary duty. The firm is known for being ‘excellent at managing large public company M&A, where its responsiveness, expertise and deep experience are extremely valuable’.
Kirkland & Ellis LLP’s New York-based team continues to build upon a strong track record, with highlights including Yosef Riemer (‘certainly one of the leading lawyers in this area’) securing a major victory for Bain Capital and Golden Gate Capital in the largest statutory appraisal action ever to reach a post-trial decision in the Delaware Court of Chancery. Following the $6.9bn acquisition of BMC Software, the court ruled in favor of the firm’s clients in finding that merger price, rather than discounted cash flow, is the best indicator of fair value in the case of a robust and arm’s-length sales process. ‘Fine lawyer’ Jay Lefkowitz, Matthew Solum and former director of enforcement at the SEC Robert Khuzami were part of a team that represented activist investor Pershing Square Capital Management in litigation arising from its joint bid with Valeant Pharmaceuticals to acquire Allergan and in a subsequent SEC inquiry. The firm also advised Vista Equity Partners in a class action arising from its acquisition of TIBCO Software, in which the target’s shareholders challenged the per-share valuation of the deal and alleged breach of fiduciary duty by the company’s board of directors.
Simpson Thacher & Bartlett LLP’s New York team ‘has a lot of experience in M&A litigation and is rightly ranked as one of the leading firms’, according to a source. It has a stellar track record in state and federal courts across the US. Peter Kazanoff and Paul Curnin - who co-chairs the litigation practice with Thomas Rice and is ‘one of the most hardworking lawyers in the market’ - obtained dismissal of shareholder claims for KKR arising from its $2.6bn acquisition of specialty finance company KFN in a case that saw the plaintiffs seek post-closing damages in the Delaware Court of Chancery. Joseph McLaughlin advised a special committee of independent directors of Clearwire in eight putative class actions filed in the wake of its $3.9bn acquisition by Sprint in the first case litigated under the standards for controlling stockholder transactions announced by the Delaware Supreme Court in its landmark MFW decision. Paul Gluckow’s highlights included representing Office Depot in nine putative class actions challenging its $6.3bn merger with Staples, with plaintiffs ultimately choosing to voluntarily dismiss the litigation. The firm has many highly regarded practitioners, including Jonathan Youngwood, Lynn Neuner and Craig Waldman.
New York’s Wachtell, Lipton, Rosen & Katz is one of the leading transactional and merger litigation firms in the US. It has ‘exceptionally talented litigators, who fight on the issues and don’t waste time or money; the firm is top tier without question’. The firm continues its longstanding reputation for handling matters that set the doctrinal framework for mergers and acquisitions litigation, and litigation co-chair and ‘fantastic lawyer’ William Savitt is active in big-ticket matters in the Delaware Court of Chancery and across the US. Savitt, who co-chairs the practice with the highly recommended Jonathan Moses, won a motion to dismiss shareholder lawsuits in the Delaware Court of Chancery challenging KKR’s $2.6bn acquisition of KKR Financial Holdings. The landmark decision saw the court dismiss a merger challenge on the pleadings, and affirm both the primacy of director authority and the significance of the vote of disinterested stockholders. Savitt and Stephen DiPrima won a victory for Ancestry.com in an appraisal trial in Delaware against hedge funds seeking awards in excess of the merger price.
Cleary Gottlieb Steen & Hamilton LLP’s litigation team, which is based in New York, is ‘at the top of its game and can easily manage complex matters at the top end of the market’. Meredith Kotler is one of the firm’s standout lawyers, and alongside Mitchell Lowenthal, she advised Family Dollar on a challenge to its sale to Dollar Tree and defeated the preliminary injunction bid. With Lawrence Friedman, she defended Google against challenges to its acquisition of Motorola Mobility, winning motion to dismiss in all claims. Roger Cooper is also a key player and he worked with Lowenthal to advise EVOQ Properties on a challenge to its sale to Atlas Capital Group and other investors.
Davis Polk & Wardwell LLP has ‘a very strong group that is very effective and understands the nuances of different jurisdictions’. The team has won roles in many high-profile matters in the increasingly important area of cases involving financial advisers to M&A deals. Lawrence Portnoy in New York and Neal Potischman in the Menlo Park office represented Credit Suisse Securities in litigation filed in California relating to the $344m acquisition of Celera Corporation by Quest Diagnostics. Potischman also acted for JPMorgan Chase as financial adviser in litigation and appraisal petitions arising from the $24bn acquisition of Dell Inc. by Michael Dell and Silver Lake Management. The firm also won a motion to dismiss in the Delaware Court of Chancery for most claims concerning earnout provisions in relation to Dialog Semiconductor’s $310m acquisition of iWatt, with the remaining claim settled on favorable terms.
Latham & Watkins LLP provides ‘good advice and good results’. Jeff Hammel and Christopher Clark in New York and Los Angeles-based Brian Glennon co-lead the practice, which is known for high-stakes deal-related litigation. A highlight was the dispute arising from the hostile bid for client Allergan by Valeant Pharmaceuticals and Pershing Square Capital Management, which involved Peter Wald in San Francisco, Orange County-based Michele Johnson, Blair Connelly in New York, who is very active in Delaware courts, and Colleen Smith in San Diego, who ‘does a great job managing litigation and handling court appearances’. Silicon Valley-based Patrick Gibbs (‘very solid on strategy, one of the leading M&A litigators in Northern California’) is defending Avago Technologies in suits arising from its $37bn acquisition of Broadcom. Samuel Isaacson in Chicago advised Globe Specialty Metals on four class actions following its $3.1bn merger with Grupo FerroAtlántica.
Megan Ward Cascio and Kevin Coen lead the team at Delaware firm Morris, Nichols, Arsht & Tunnell LLP, which is ‘truly excellent and first class in every respect’. Clients describe the team as ‘smart, professional, service-oriented and at the very top of the Delaware Bar’. The firm has argued many landmark cases that established the principles of Delaware corporate law and defined directors’ fiduciary duties. Coen and David Teklits represented conflicts committees of Kinder Morgan Energy Partners and Kinder Morgan Management in a challenge to the energy company’s $27bn reorganization. Mark Hurd’s highlights included reversing the denial of the Delaware Court of Chancery’s motion to dismiss in Leal v Meeks for the special committee of Zhongpin. William Lafferty represented Nabors Industries in C&J Energy Services, Inc. v City of Miami General Employees’ & Sanitation Employees’ Retirement Trust, and on appeal reversed a preliminary injunction against the merger between Nabors and C&J Energy. Jon Abramczyk and Kenneth Nachbar are also recommended.
Delaware firm Richards, Layton & Finger, P.A. ‘has a depth of bench greater than many other specialists in Delaware corporate litigation’, with 15 partners focused on M&A disputes. Gregory Williams leads a team that ‘understands what the court expects and can predict outcomes well’. Williams and John Hendershot represented Dell in its $24bn going-private litigation, seeing the case successfully dismissed after two motions for expedited discovery were denied. Gregory Varallo and Rudolf Koch acted for former US Vice President Al Gore and business partner Joel Hyatt in Gore v Al Jazeera America Holdings I, Inc., and successfully argued a motion for judgment on the pleadings in a case seeking the release of $65m in escrow funds set aside in a merger process. The ‘tremendously talented’ Raymond DiCamillo, who secured a motion to dismiss in Dent v Ramtron International Corporation; Blake Rohrbacher, who won full dismissal in Pulieri v Boardwalk Properties, LLC; and Catherine Dearlove are recommended.
Skadden, Arps, Slate, Meagher & Flom LLP has ‘a huge deal volume in M&A and handles a lot of litigation in this area’. Wilmington office head Edward Welch is active in the Delaware courts and assisted New York-based Lauren Aguiar with advising independent members of the board of directors of Time Warner Cable in multiple shareholder lawsuits in both Delaware and New York arising from its proposed $55bn deal with Charter Communications and its withdrawn $45bn merger with Comcast. Maura Barry Grinalds in New York is also prominent in key matters, including the defense of Bally Technologies in shareholder suits filed in Nevada and Minnesota state courts challenging the company’s merger with SHFL entertainment, and settling further challenges to Bally’s merger with Scientific Games regarding supplemental disclosures and confirmatory discovery. Robert Saunders leads the litigation team in Wilmington, where Edward Micheletti is highly recommended.
New York-based Brian Frawley and veteran litigator John Hardiman coordinate Sullivan & Cromwell LLP’s practice with Robert Sacks in Los Angeles. The firm is ‘at the forefront of M&A transactions and litigation’. In one of the most high-profile cases in recent years, Sacks represented a special committee of directors of Dole Foods and persuaded the court in California to stay litigation against the company’s going-private deal in favor of Delaware, where the Chancery Court denied a motion for expedition and dismissed claims against the special committee. Sacks and Frawley also advised Valeant Pharmaceuticals against claims of disclosing inside information about its $55bn attempted takeover of Allergan. Hardiman’s highlights included representing Harris Corporation in a class action in Indiana concerning its $4.56bn merger with Exelis. Respected appellate and trial lawyer William Monahan in New York is also recommended.
The securities litigation team at Weil, Gotshal & Manges LLP, which covers M&A disputes, is ‘one of the biggest groups dedicated to this area and its deep bench has terrific expertise’. The 65-lawyer team is led from New York by John Neuwirth and Joseph Allerhand. Neuwirth’s highlights included a significant victory for ATMI and its board of directors in a putative class action challenging its $1.15bn merger with Entegris, in which the Connecticut Superior Court granted a motion to strike all claims. He successfully defended Centerbridge Partners in a challenge to its $1.1bn acquisition of P.F. Chang’s China Bistro. Allerhand demonstrated his knowledge of master limited partnership (MLP) matters by winning a motion to dismiss claims arising from Kinder Morgan’s restructuring as a publicly traded C corporation. Also recommended is Greg Danilow, who is representing satellite broadcasting company DirecTV in litigation arising from its $67bn acquisition by AT&T.
Gibson, Dunn & Crutcher LLP is ‘as good as any M&A defense firm’, according to clients, and is active in stockholder and appraisal matters. In San Francisco, key partner Thad Davis represented Riverbed Technologies at trial in a case concerning its acquisition of Zeus Technology, and ‘superlative lawyer’ and rising star Brian Lutz prevented the $1.75bn hostile takeover bid for Depomed by Horizon Pharma. Meryl Young in Orange County is acting for DFC Global in appraisal actions in the Delaware Court of Chancery arising from its acquisition by Lone Star Funds. Jonathan Dickey in Palo Alto and Robert Serio and Adam Offenhartz in New York are prominent practitioners.
Paul Hastings LLP is ‘a reliable source of insight and perspective rather than rote recitation of the rules’. The firm was involved in high-profile litigation, including the defense of CMS Bancorp and directors in a stockholder class action challenging its acquisition by Putnam County Savings Bank. Another highlight is the representation of Dole Foods chairman and CEO David Murdock in putative class actions in Delaware and California following his $1.6bn move to take the company private. New York-based global litigation chair Barry Sher is ‘one of the best in the business’ and Douglas Flaum, Kurt Hansson and Kevin Logue are highly respected. The team spans the US, with Peter Stone in Palo Alto, William Sullivan in Los Angeles and Samuel Cooper in Houston all recommended.
Potter Anderson & Corroon LLP is ‘a terrific firm’ and the oldest practice in Delaware. It has an impressive client roster that includes Citibank, AT&T, Bank of America and General Motors. Donald Wolfe Jr is a popular choice for bet-the-company litigation, and his highlights in 2015 included Cornerstone Therapeutics, Inc. Stockholder Litigation, in which the court’s decision resolved a perceived split in Delaware authorities, holding that independent directors are entitled to the dismissal of stockholder claims for monetary damages unless the plaintiff pleads a claim against them. Peter Walsh is recommended as ‘a very fine trial lawyer’ and Myron Steele is a former chief justice of the Supreme Court of Delaware.
Reed Smith LLP focuses mainly on midmarket deals, often in matters outside New York and Delaware, but it also acts in matters relating to M&A mega deals. The firm is ‘one that plaintiff lawyers don’t want to contend with’, in part because of its willingness to go to trial with highly capable lawyers such as Roy Arnold in Pittsburgh, who is ‘the firm’s leading M&A litigator’. Arnold is advising the special committee of Caesars Entertainment Corporation on fiduciary duty and litigation issues linked to a $2.2bn casino transaction, and is acting for Mylan and its board in shareholder actions in Pennsylvania in a challenge to a potential $27bn hostile takeover bid by Teva Pharmaceuticals. Atlas Pipeline Partners and PNC Financial Services are also clients for class action and shareholder derivative lawsuits.
Ropes & Gray LLP has ‘a prominent M&A litigation practice’ and is particularly active in industries with a high volume of transactions, such as pharmaceuticals and life sciences. The firm has handled high-profile cases in the new wave of matters filed against financial advisers, and John Donovan in Boston represented Goldman Sachs in connection with Allergan’s $69bn tender offer for Valeant Pharmaceuticals. He is also acting for Pfizer in an investor lawsuit attempting to prevent its $17bn acquisition of Hospira. The firm also has a leading private equity practice and frequently represents some of the sector’s biggest names in deal-related litigation. Robert Jones in Boston is recommended and David Hennes - who recently joined from Fried, Frank, Harris, Shriver & Jacobson LLP - is active in post-closing disputes.
In Adam Hakki’s New York team at ‘formidable litigation shop’ Shearman & Sterling LLP, Alan Goudiss won dismissal of an aiding and abetting claim against financial adviser Merrill Lynch in the Delaware Court of Chancery arising from the $1.46bn merger of Zale Corp and Signet Jewelers. Goudiss and San Francisco-based Stephen Hibbard defended Zillow in four class actions filed in Delaware and California that claimed the company aided and abetted breach of fiduciary duty by the board of Trulia in its $3.5bn merger with Zillow. A team including Goudiss and Paula Anderson advised Liberty Global on shareholder actions arising from its $23bn acquisition of Virgin Media.
Sidley Austin LLP has a strong track record in M&A litigation and recently handled the successful defense of directors of Kenneth Cole Productions in matters arising from its going-private transaction. It also represented the Securities Industry and Financial Markets Association in the high-profile Rural Metro stockholder litigation. New York-based Andrew Stern was central to both matters, with Robert Pietrzak involved in the latter. In Chicago, James Ducayet and Kristen Seeger are defending Con-way in a challenge to its acquisition by XPO, and David Graham advised Tellabs in class actions relating to its sale to Marlin Equity Partners. Chicago-based Hille Sheppard, San Francisco and Palo Alto based Sara Brody and former justice of the Delaware Supreme Court Jack Jacobs in New York are also recommended. The firm is known for ‘carefully crafted litigation strategies’.
Young Conaway Stargatt & Taylor, LLP, headquartered in Wilmington, is a force in Delaware litigation. Corporate counseling and litigation chair Rolin Bissell advised Pershing Square Capital Management in the attempted takeover of pharmaceutical company Allergan by Valeant. Bruce Silverstein defended Dole Foods against shareholders challenging the $1.6bn deal to take the company private. The firm has ‘deep knowledge of the law and is more aggressive than some of its competitors’, and high-profile partner David McBride, best known for activist investor cases, is ‘one of the best in the business in Delaware’.
The team at Baker Botts L.L.P. in Texas successfully defended the Kinder Morgan audits and conflicts committee in litigation challenging the company’s $70bn corporate reorganization, and acted for Halliburton in matters challenging its $35bn merger with Baker Hughes. Houston-based litigation chair David Sterling and Danny David, who is very active in courts in Texas and Delaware, took the lead on both matters. The firm has won new clients in the form of Deloitte Tax LLP and Helix Energy Solutions, and has also represented longstanding clients such as Dell and Cobalt International Energy.
In Atlanta, King & Spalding LLP is ‘heavily tilted towards litigation’ and continues to expand its M&A litigation team. Michael Smith and Warren Pope defended the board of directors of Diversicare Healthcare Services against a challenge to its rejection of a potential acquisition, and in a matter brought in Georgia they represented AGL Resources against a challenge to a $12bn acquisition. Robert Thornton is also recommended.
Six-partner Delaware firm Ross Aronstam & Moritz LLP is ‘a great boutique for litigation’, although it recently lost Collins Seitz Jr, who became a justice of the Delaware Supreme Court. Bradley Aronstam represented Kinder Morgan in stockholder class actions challenging its acquisition of three energy companies for $75bn, and defended DirecTV against challenges to its $48bn acquisition by AT&T, working with Weil, Gotshal & Manges LLP in both instances. Garrett Moritz is also recommended.
Vinson & Elkins LLP remains highly active in M&A litigation relating to the energy sector, and it has substantial expertise in both MLPs and the legal processes of the Delaware courts. Jim Thompson in Houston and Dallas-based John Wander are co-heads of the complex commercial litigation practice, while Michael Holmes in Dallas and Steven Paradise in New York lead the securities group. Highlights included representing the general partner and directors of an MLP in litigation arising out of a multibillion-dollar merger alleging conflicts of interest.