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  1. M&A litigation: defense
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Cravath, Swaine & Moore LLP in New York is ‘a fantastic firm for M&A litigation’. The practice handles high-stakes, multidistrict litigation for companies, boards of directors and special committees in state and federal courts. Antony Ryan and Kevin Orsini are representing The Williams Companies in several actions challenging its $37.7bn merger with Energy Transfer Equity. In one case, In re The Williams Cos, Inc Stockholder Litigation, the class action was dismissed. Gary Bornstein’s highlights included representing DreamWorks Animation SKG’s controlling shareholder Jeffrey Katzenberg in three consolidated class actions filed in Delaware that allege breach of fiduciary duty in the company’s $3.8bn sale to Comcast. Robert Baron is ‘a tremendous litigator’ and he represented Akorn Inc in six class action suits filed in Louisiana that challenged its $4.3bn sale to Fresenius Kabi. The cases were moved to Illinois and voluntarily dismissed. In April 2018, Sandra Goldstein moved to Kirkland & Ellis LLP.

Kirkland & Ellis LLP is ‘a firm that is always prepared to go to trial, which is a mindset that sets it apart from some of its competitors’. The firm is currently involved in many cutting-edge M&A cases, including one of the largest appraisal actions ever filed in Delaware; Matthew Solum, who has nearly 20 years’ experience in M&A litigation in Delaware and elsewhere, and Yosef Riemer are leading the case from New York. They also represent Team Health Holdings in a claim raised by shareholders controlling $600m in stock. Solum represented Dutch company Akzo Nobel in its successful takeover defense against PPG, which had launched a $29.5bn merger proposal. Joshua Rabinovitz and Devon Largio in Chicago are acting as lead counsel to Akorn Inc in three class actions related to accounting issues in acquisitions totaling $4.3bn made in 2014. Jay Lefkowitz in New York and Mark Holscher in Los Angeles are also recommended. In April 2018, the eminent Sandra Goldstein joined from Cravath, Swaine & Moore LLP.

Latham & Watkins LLP is ‘a "go-to" firm for securities and M&A litigation; its willingness to step in and assist on a wide range of matters sets it apart’. New York-based global head of securities litigation and professional liability Jeff Hammel is ‘well informed and thoughtful on issues impacting financial institutions and is also a very practical lawyer who works well with businesspeople’. Orange County-based Michele Johnson has established herself as a leading light in the market. She worked with Peter Wald in San Francisco and Blair Connelly in New York to successfully defend global pharmaceuticals company Allergan against a $57bn hostile takeover bid by Valeant Pharmaceuticals and activist investor William Ackman. Johnson and Connelly also acted for ExamWorks in defending actions against its $2.2bn sale. James Brandt played a key role in the dismissal of the Books-A-Million controlling shareholder take-private litigation. Colleen Smith in San Diego and Los Angeles-based Brian Glennon are also recommended.

Paul, Weiss, Rifkind, Wharton & Garrison LLP is ‘a premier firm for M&A defense, highly respected and very professional’ and clients praise the litigators for ‘their vigor, their insight and their experience’. Stephen Lamb in Wilmington, who served as Vice Chancellor in the Delaware Court of Chancery, is one of the firm’s ‘truly exceptional lawyers’ along with New York partners Geoff Chepiga, Richard Rosen, Andrew Gordon and Daniel Toal. Chepiga and Toal successfully resolved several cases for Air Methods Corporation arising from its $2.5bn sale to affiliates of American Securities LLC, in which shareholders challenged the going-private transaction. Lamb and Gordon were part of a large team that acted for the defendants in one of the most closely watched M&A litigation suits of 2017, which concerned the $5.3bn acquisition of medical diagnostic company Alere by Abbott Laboratories. Abbott filed suit against Alere in an attempt to terminate the deal but the final settlement saw the transaction conclude for a slightly reduced price per share.

Simpson Thacher & Bartlett LLP is ‘certainly a top-tier firm in this practice area’. The firm has several star litigators in New York, including Peter Kazanoff, who acted for TD Bank in a derivative action filed by shareholders of TD Ameritrade arising from the acquisition of Scottrade Financial Services and its affiliate Scottrade Bank. The case concerned allegations that TD Bank abused its power as controlling shareholder and breached fiduciary duties by failing to recognize conflicts of interest. Litigation co-chair Jonathan K. Youngwood and rising star Craig Waldman are defending Vistra Energy in three class actions in Houston and Delaware challenging its $1.7bn acquisition of Dynegy. The firm also has a strong practice in California, and Palo Alto-based James Kreissman and newly promoted Stephen Blake represented Silver Lake Partners in merger litigation and appraisal actions arising from the $24.8bn leveraged buyout of Dell and the $67bn acquisition of EMC.

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IP specialist Finnegan detail how their collaborative approach makes for a unique culture which is designed to allow them to work with clients in a way which is cognizant of the challenges facing all companies today.

Skadden, Arps, Slate, Meagher & Flom LLP’s litigation group in Wilmington focuses on civil litigation at the trial and appellate levels in federal and state courts around the US. It has a strong emphasis on cases in the Delaware Court of Chancery but last year handled many matters in other jurisdictions, including Alabama, Colorado, Georgia and Maryland. Practice head Edward Micheletti is a key player in high-profile cases and represented directors of Viacom in Delaware stockholder litigation; the class action was dismissed and judgment in a derivative action is pending. Respected litigator Edward Welch advised Rockwell Collins in stockholder litigation in Delaware and in Florida Federal Court arising from its merger with B/E Aerospace. Also recommended is Robert Saunders, who secured the dismissal of claims against EMC Corporation in a breach of fiduciary claim brought by shareholders of subsidiary VMware.

Sullivan & Cromwell LLP plays a prominent role in some of the most high-profile hostile takeover cases and shareholder class and derivative actions in the US, and represents clients in industries as diverse as telecoms, energy and healthcare. Brian Frawley in New York leads the M&A litigation team along with John Hardiman and Los Angeles-based Robert Sacks. Sacks successfully defended AT&T in the appeal of a shareholder class action settlement arising from its acquisition of Leap Wireless International in 2013. Frawley’s highlights included the successful representation of former members of the board of Solera, with the dismissal with prejudice of claims of breach of fiduciary duty relating to its $6.5bn sale to Vista Equity Partners. He also defeated a putative class action for Columbia Pipeline Group that challenged its spin-off from NiSource Inc. Michael Steinberg in Los Angeles helped Volcano Corporation secure its motion to dismiss claims filed by former shareholders of Philips Holding USA.

Wachtell, Lipton, Rosen & Katz in New York has ‘a highly consistent team that is very good at what it does; the firm has to be considered as one of the leaders in its field’. Lawyers who are regarded as being ‘at the very top of the market’ include William Savitt and Jonathan Moses, who are heads of the litigation practice. The firm is a key player in many of the most high-profile and high-value corporate disputes. One example is In re PetSmart, Inc, in which Theodore Mirvis and Rachelle Silverberg achieved a significant victory for PetSmart in appraisal litigation that challenged the price of its $8.7bn sale to a consortium led by BC Partners. Savitt secured a landmark decision in an appraisal case arising from Hilltop’s acquisition of regional broker-dealer SWS in which fair value was determined to be below the original deal price. Ryan McLeod is a rising star and played a key role in defending a stockholder class action challenging the reclassification of Facebook shares.

SuperstarJohn Neuwirth and the team at Weil, Gotshal & Manges LLP in New York ‘consistently produce high-quality work and provide valuable advice; they are responsive, deal oriented and cost conscious, while taking client service very seriously’. Neuwirth and ‘lion of the barJoseph Allerhand lead the M&A litigation practice. Among Neuwirth’s highlights was victory in a landmark trial for Fidelity National Financial in an appraisal case in Delaware in which the deal price for its $4.2bn acquisition of Lender Processing Services was confirmed. Jonathan Polkes secured a significant victory for Archstone in a $4bn class action arising from the $22bn acquisition of Archstone-Smith Trust by affiliates of Lehman Brothers and Tishman Speyer Development Corporation in 2007; after 10 years of litigation the Colorado District Court granted summary judgment and dismissed all counts. Greg Danilow has 40 years’ experience in securities and class action litigation and is acting for Straight Path Communications in a Delaware suit relating to its $3bn acquisition by Verizon Communications.

Cleary Gottlieb Steen & Hamilton LLP in New York has a strong roster of corporate and financial institution clients that call on star litigators such as the ‘tenacious’ Meredith Kotler, who is ‘a great lawyer to have on your side’. She recently acted for Goldman Sachs as financial adviser to Volcano Corporation and achieved the dismissal of a post-closing case including aiding and abetting claims in Delaware relating to the company’s acquisition by Phillips. Another highlight saw Kotler and Jared Gerber represent lender OneMain Holdings in a putative class action that challenged public statements made about the $4.25bn merger that created the company. Newly promoted Abena Mainoo is also recommended.

Davis Polk & Wardwell LLP has ‘experienced trial lawyers and the ability to field the right team for any kind of case’. Among them are department heads Lawrence Portnoy in New York and Neal Potischman in Menlo Park. The firm regularly defends buyers, sellers, financial advisers and accounting firms in pre- and post-closing deal challenges. Portnoy acted for a special committee of Blount International in achieving the dismissal of breach of fiduciary duty claims arising from the company’s sale to private equity firms in 2016. Potischman’s highlights included defending Affymetrix in shareholder litigation related to its proposed acquisition by Thermo Fisher Scientific; he obtained the dismissal of all claims brought in California state court and reached a favorable settlement in all federal court claims.

Gibson, Dunn & Crutcher LLP regularly acts in high-profile cases and it is regarded as one of the leading firms in hostile takeover defense matters. Brian Lutz in San Francisco and the ‘fantastic’ Meryl Young in Orange County are the firm’s leading lights. Lutz led the defense of former directors of Diamond Resorts in litigation arising from its $2.2bn going-private transaction in which shareholder plaintiffs brought post-closing claims of breach of fiduciary duty. The Delaware Court of Chancery dismissed the claim with prejudice and the case is now on appeal to the Delaware Supreme Court. Young and rising star Alexander Mircheff acted for Dole Foods in reaching a final $74m settlement in a case arising from the client’s going-private transaction. In New York, Adam Offenhartz, who represented Vista Outdoor in a dispute related to its purchase of Jimmy Styks LLC, and Robert Serio are also recommended.

At Delaware firm Morris, Nichols, Arsht & Tunnell LLP, ‘the partners have focused on this work at a high level for their entire careers and have built up an unparalleled level of experience and knowledge in Delaware law’. Kevin Coen and Megan Ward Cascio lead the practice, which also includes leading practitioner William Lafferty. Lafferty and Coen acted for Abbott Laboratories in a case arising from its $7.4bn acquisition of Alere; the case settled before trial. The pair also secured a temporary restraining order for Anthem Inc to prevent Cigna from terminating a $15bn merger agreement. Another leading light of the firm is Kenneth Nachbar, who represented Oxbow Carbon and majority owner William Koch in resisting a forced sale attempt by two minority shareholders. He successfully argued a motion for partial summary judgment. S. Mark Hurd, Jon Abramczyk and R. Judson Scaggs are also recommended.

At Richards, Layton & Finger, P.A., ‘the service is absolutely superlative’. The firm is ‘the gold standard in Delaware’ and its lawyers ‘know the courts, the bench, the legal landscape and the law, and are strategic thinkers’. Its ‘deep and talented bench of wickedly smart lawyers who can battle any firm in the country’ includes Gregory Williams, who is ‘at the top of his game’, and Gregory Varallo, who one client describes as ‘the finest advocate in Delaware, truly the best’. Also recommended are Blake Rohrbacher (who ‘has a great mind and is very strategic’), Catherine Dearlove and ‘bright, very gifted advocate’ Rudolf Koch. A key highlight for the firm came in Williams’s case In re Appraisal of PetSmart, Inc, as a post-trial opinion last year confirmed the original deal price for the $8.7bn acquisition of PetSmart by a private equity consortium led by BC Partners.

At Ropes & Gray LLP, ‘the level of service is extremely high - its impressive and smart lawyers do a great job all round’. David Hennes in New York and Boston-based Peter Welsh lead the corporate and shareholder litigation practice. The pair secured a favorable settlement for biopharmaceutical company Medivation in two appraisal cases in Delaware arising from its $14bn acquisition by Pfizer in 2016. Welsh and San Francisco-based Richard Gallagher represented MACOM Technology Solutions in a disclosure-based class action arising from a $770m acquisition. Leading light John Donovan in Boston secured a motion to dismiss a case against Shire US Holdings after Fortis Advisors alleged that milestone payments were due under a merger agreement that led to the acquisition of SARcode in 2013.

The mergers and acquisitions litigation practice at Shearman & Sterling LLP in New York regularly acts for corporates and investment banks in high-stakes transactions litigation. Global head of litigation Adam Hakki oversees a team with standout practitioners such as Alan Goudiss and Jaculin Aaron, who both played a key role in securing an appellate victory for Daimler AG in a dispute with Chrysler executives. Goudiss also represented Merrill Lynch in a purported class action arising from the merger of HTI - for which the bank was financial adviser - with entities owned by TDK Corporation. All claims were dismissed and the merger was completed. A highlight for Hakki and Aaron was their work for former Providence Service Corporation CEO Warren Rustand in settling breach of fiduciary duty claims. Rising star K. Mallory Brennan is now a partner.

At Dechert LLP, ‘response times are second to none, the level of service is excellent and the team delivers its knowledge of the law and industry trends in real time and in depth’. Linda Goldstein in New York, who helped secure successive victories in a merger consent proceeding and appraisal action for Albertsons relating to its $9.4bn merger with Safeway, and Chicago-based David Kistenbroker are the firm’s leading lights. Kistenbroker and Joni Jacobsen defended Swisher Hygiene and others against actions seeking injunctive and monetary relief after the sale of assets to Ecolab. Washington DC-based Joshua Hess is ‘confident, smart, available and able to provide concrete answers’.

Stephen Poss in Boston is the leading light in Goodwin’s M&A litigation practice. His recent highlights include the defense of Dell Inc in shareholder litigation brought by EMC shareholders on the announcement of a $67bn merger between the two companies; the plaintiffs appeal was dismissed in 2017. Marshall Fishman and Gabrielle Gould in New York handled a third-party action brought by Menlo Capital against client Citi Venture Capital International following the failed acquisition of two pharmaceutical companies. Michael Jones in Menlo Park is also recommended.

Paul Hastings LLP has respected M&A litigators across the US. Samuel Cooper in Houston acted for Baker Hughes in litigation related to its $23bn merger with GE Oil & Gas. Peter Stone in Palo Alto defended Samsung Electronics in several suits arising from its $8bn acquisition of Harman International Industries, which is the company’s largest acquisition and Korea’s largest-ever outbound M&A transaction; actions in Delaware federal and Chancery Court were dismissed and all appraisal actions were resolved. Veteran litigator William Sullivan in Los Angeles represented Vance Street Capital as sellers of Klune Industries in a post-acquisition dispute. New York-based head of securities litigation Douglas Flaum is also recommended.

Reed Smith LLP provides ‘clear and consistent advice’. The global litigation practice regularly handles cases involving breach of contract, corporate governance, fraud or misrepresentation, and fiduciary duties. The firm is active in Delaware and Brian Rostocki in Wilmington recently acted with Philadelphia-based Howard Shecter and partners in Pittsburgh in a $2.2bn fiduciary duty case. The bulk of the firm’s clients, however, are mid-market companies facing claims in other jurisdictions. In Pittsburgh, Roy Arnold and James L. Rockney defended a company facing a challenge to a $6.7bn acquisition. The firm frequently advises clients in the financial services, energy and life sciences sectors.

Six-partner Delaware firm Ross Aronstam & Moritz LLP is ‘a smaller firm that can try complex commercial cases and really understands what will work in the courts’. It is ‘an excellent firm - as effective as any top firm in Delaware or New York’, says one client. The firm now has 12 lawyers, having hired three former Delaware Court of Chancery clerks. The vastly experienced David Ross acted for Cigna in a case brought by Anthem Inc to prevent Cigna from terminating a proposed $54bn merger. Also recommended among the firm’s six partners are respected deal litigator Garrett Moritz and Bradley Aronstam, who frequently advises directors and special committees on internal investigations, corporate governance and transactional issues.

Tariq Mundiya chairs the litigation department at Willkie Farr & Gallagher LLP from New York and has a track record of success in high-stakes M&A litigation, including the representation of Kenneth Cole in a landmark case concerning the duties of directors in going-private transactions. Todd Cosenza obtained a settlement with no financial liability for Morgan Stanley, which acted as financial adviser to Mavenir Systems during its merger with Mitel Networks; In re Mavenir Systems Inc Stockholder Litigation alleged the client had aided and abetted in breaches of duties of care and good faith.

Growth in Allen & Overy LLP’s global M&A practice has driven a greater volume of related litigation. The firm’s ‘seamless cross-border capability’ sees it act for multinational and non-US clients. The firm now has 45 litigators in its New York and Washington DC offices, including team head Jacob Pultman, who is ‘comfortable in the Delaware courts and unafraid to try cases’, and global head of litigation Tim House. Pultman and senior associate Bradley Pensyl advised global healthcare company Fresenius Kabi on nine putative class action suits seeking to enjoin the $4.3bn acquisition of pharmaceutical company Akorn.

Seth Taube in New York chairs the securities and shareholder litigation practice group at Baker Botts L.L.P., while Houston-based David Sterling, who leads the firm-wide litigation practice, is the leading light for M&A cases. A highlight for Sterling and Houston-based Danny David, who regularly advises on shareholder M&A cases in Texas and in Delaware, was the defense of multiple class actions and derivative suits for Westar Energy and its board arising from the decision to merge with Great Plains Energy. Jonathan Shapiro in San Francisco represented a group of technology companies in a post-closing dispute arising from allegations of misconduct by the sellers, including fraudulent concealment of overseas operations.

Peter Simmons and William McGuinness at Fried, Frank, Harris, Shriver & Jacobson LLP in New York represented Goldman Sachs, which acted as financial adviser to ExamWorks, in a stockholder litigation arising from the company’s $2.2bn acquisition by an affiliate of Leonard Green & Partners. The case alleged that the board breached its fiduciary duty to stockholders. Also recommended is Scott Luftglass, who advised Morgans Hotel Group on a challenge to its $800m sale to SBE.

King & Spalding LLP has a prominent securities litigation practice in the South through its Atlanta office, where Michael Smith, Warren Pope and Robert Thornton are the key names. In In re Books-A-Million, Inc Stockholders Litigation, Pope successfully secured the dismissal of all claims on appeal to the Delaware Supreme Court. In In re Carmike Cinemas, Inc Shareholder Litigation, Smith and Pope represented Carmike’s board in a shareholder class action that challenged its proposed $1.1bn merger with AMC Entertainment. They successfully defeated the plaintiffs’ emergency attempt to obtain a temporary restraining order.

Delaware firm Potter Anderson & Corroon LLPjust gets better and better over time’, according to clients. The firm has a role in high-profile cases alongside leading national firms, and worked closely with Latham & Watkins LLP in defending Altor Bioscience in a challenge to its $290m take-private transaction by controlling shareholder NantCell. The merger closed after plaintiffs’ motions to expedite proceedings were dismissed. Former Chief Justice of the Delaware Supreme Court Myron Steele and ‘really solid lawyer’ Michael Pittenger are recommended, and clients remark that the firm has ‘a really strong bench of associates’.

Vinson & Elkins LLP has a prominent role in many energy sector M&A deals and consequently handles high-stakes litigation that arises from those transactions. John Wander, who is co-head of the complex commercial litigation group, and Michael Holmes in Dallas scored a significant victory for Energy Transfer Equity when the Delaware Supreme Court affirmed the Delaware Chancery Court’s 2016 post-trial opinion granting the company the right to terminate a proposed $38bn merger with The Williams Companies. Another highlight saw Holmes and Craig Zieminski secure the dismissal of a challenge to a $2.86bn merger for C&J Energy Services.

Winston & Strawn LLP has ‘an excellent team of very thoughtful M&A litigators’. ‘Great counselorJames Smith is ‘incredibly eloquent but also practical’ and leads the team from New York. Smith and John Schreiber in Los Angeles defended Pacer International in a merger objection shareholder class action in Tennessee state court that challenged its $335m deal with XPO Logistics. Recommended partners in New York include Richard Reinthaler, who ‘has superb judgment and is a master of details’, and Matthew DiRisio, who advised Lear Corp in post-closing litigation arising from its $850m acquisition of Everett Smith Group.

The Wilmington office of Young Conaway Stargatt & Taylor, LLP is seen as one of the most prominent Delaware firms and Rolin Bissell has more than 30 years’ experience advising companies and investors on disputes arising from large corporate deals. Bruce Silverstein and veteran David McBride are also recommended.

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