United States > Mergers, acquisitions and buyouts > M&A: litigation
Index of tables
- Cleary Gottlieb Steen & Hamilton LLP
Gibson, Dunn & Crutcher LLP
Kessler Topaz Meltzer & Check, LLP
- Labaton Sucharow LLP
- Latham & Watkins LLP
- Morrison & Foerster LLP
- Paul, Weiss, Rifkind, Wharton & Garrison LLP
Robbins Arroyo LLP
Robbins Geller Rudman & Dowd LLP
Seitz Ross Aronstam & Moritz LLP
- Shearman & Sterling LLP
- Sidley Austin LLP
- Vinson & Elkins L.L.P.
- Weil, Gotshal & Manges LLP
Young Conaway Stargatt & Taylor, LLP
Randall Baron -
Robbins Geller Rudman & Dowd LLP
- Gary Bornstein - Cravath, Swaine & Moore LLP
- Sandra Goldstein - Cravath, Swaine & Moore LLP
Stuart Grant -
Grant & Eisenhofer P.A.
Jay Kasner -
Skadden, Arps, Slate, Meagher & Flom LLP
- Mark Lebovitch - Bernstein Litowitz Berger & Grossmann LLP
- William Savitt - Wachtell, Lipton, Rosen & Katz
Gregory Williams -
Richards, Layton & Finger, P.A.
Donald Wolfe Jr -
Potter Anderson & Corroon LLP
- Randall Baron -
Cravath, Swaine & Moore LLP is ‘top-notch for high-profile litigation; it achieves great results and provides outstanding service’. The practice’s litigators, working closely with the firm’s corporate lawyers, are often involved from the early stages of a transaction or deal, providing strategic advice and counseling along the way. Recent highlights include advising Arch Chemicals, a global biocides company, in purported shareholder class actions that challenged the $1.4bn acquisition of Arch Chemicals by Lonza Group, a global supplier to the pharmaceutical, healthcare and life science industries, alleging breaches of fiduciary duties; acting for Barnes & Noble in connection with consolidated shareholder derivative actions that alleged that Barnes & Noble’s board members breached their fiduciary duties by approving the company’s acquisition of Barnes & Noble College Booksellers, which had been privately held by Barnes & Noble’s chairman, Leonard Riggio; and assisting the special committee of Delphi Financial Group in a consolidated class action lawsuit that was brought by Delphi public shareholders, challenging Delphi’s proposed $2.7bn buyout by Tokio Marine Holdings. The practice also advised the independent directors of Par Pharmaceuticals in purported class action, shareholder litigation, which related to the $1.9bn acquisition of Par by TPG Capital; and acted for Linde, a gases and engineering company, in several purported, shareholder class actions in relation to Linde’s $4.6bn acquisition of Lincare Holdings, a US-based homecare health company. Sandra Goldstein is a leader in M&A litigation, representing high-profile clients on significant and complex matters; and Gary Bornstein’s practice focuses on M&A litigation and other high-stakes commercial disputes; he is ‘a strong intellect, and devised an outstanding strategy for our litigation’. Robert Baron ‘particularly impresses with his judgment. He always displays the critical ability to focus on the client’s desired end-game, focusing his efforts on the actions necessary to achieve it’; Kevin Orsini is also rated.
Skadden, Arps, Slate, Meagher & Flom LLP recently represented Amerigroup, and its board of directors, in the defense of shareholder litigation that alleged various breaches of fiduciary duty by the board in relation to Amerigroup’s $4.2bn sale to WellPoint; acted for BHP Billiton (BHP) in connection with shareholder class actions that were filed in state courts, in Texas and Delaware, and a federal district court in Texas, challenging BHP’s $12.1bn acquisition of Petrohawk Energy Corporation, the plaintiffs alleging breaches of fiduciary duty by Petrohawk’s board of directors, and that BHP aided and abetted such breaches; and advised Cost Plus, and its current directors, in actions asserting class claims, under California law, and an individual claim under the Williams Act, relating to the proposed merger between Cost Plus and Bed Bath & Beyond that was announced in May 2012. Other major mandates included advising DRS Technologies and its former directors, general counsel, and CEO and chairman, in the affirmation of a putative class action dismissal, relating to its $5.5bn merger with Italian acquirer, Finmeccanica; and representing Express Scripts in the settlement of class action litigation, in New Jersey’s US District Court , that related to Express Scripts’ acquisition of Medco, through which Medco shareholders filed class actions that sought to block Express Scripts’ $29.1bn purchase of Medco Health Solutions. New York-based Jay Kasner is strongly recommended.
Wachtell, Lipton, Rosen & Katz is particularly known for its trendsetting takeover and transactional litigation practice. The practice co-heads are Jonathan Moses and William Savitt. Led by Savitt, the firm represented Vulcan Materials, in successfully enjoining a hostile takeover attempt by Martin Marietta; represented IAC/InterActiveCorp in a multi-year litigation in the New York Supreme Court that related to IAC’s sale of its PRC subsidiary to private equity firm, Diamond Castle; and in Air Products v Airgas, the team defended the use of the poison pill - invented by the firm and its founding partner Martin Lipton. Furthermore, led by Paul Rowe, the firm represented Penn National Gaming in connection with its decision to renegotiate its proposed sale to a private equity group, the deal valued at $8.9bn and being a premium-to-market, all-cash sale of the company that was altered to a large capital infusion by the private equity buyers. Stephen DiPrima is also a rated practitioner.
Bernstein Litowitz Berger & Grossmann LLP has successfully litigated and tried some of the most important and high-profile M&A and derivative litigations in history, reforming corporate governance and business practices in a variety of industries. The practice represents institutional shareholders in lawsuits that challenge numerous widely publicized corporate transactions. Recently, the team acted as co-counsel for a group of public pension funds in the In re El Paso Corporation Shareholder Litigation, which challenged a conflict-ridden transaction, achieving a landmark ruling from the Delaware Chancery Court that is expected, materially, to improve investment banking practices, with the $110m settlement claimed to be the highest post-merger closing, money damage recovery in Delaware history. The practice also served as co-lead counsel in an action that arose from the conduct of the Delphi Financial Group’s (Delphi) board of directors, senior officers, and Delphi’s founder and controlling shareholder, in their efforts to sell the company to Tokio Marine Holdings, the claims arising from the company’s founder expropriating at least $55m in buyout consideration for himself, at the expense of the public shareholders. The Delphi case resulted in a settlement of $49m for Delphi’s public shareholders, marking a settlement fund equal to approximately 90% of recoverable class damages, and representing a virtually unprecedented recovery. Mark Lebovitch is recommended.
Known for its plaintiff-side work, Grant & Eisenhofer P.A. has attracted widespread recognition for protecting investors’ rights and recovering damages for investors. Key cases included acting as co-lead counsel on behalf of a class of Del Monte shareholders, who opposed the way in which the storied food company, and its investment bank, transacted the sale of Del Monte to a consortium of private equity investors, the payment by Del Monte and Barclays being one of the largest cash settlements ever in Delaware Chancery Court, and marking the upending of the investment banking practice of offering sell-side financing in M&A transactions. Representative experience in the hostile offer arena includes advising in relation to Gas Natural’s bid for Endesa; RedZone/Dan Snyder’s hostile offer for Six Flags; acting for Beverly Enterprises’ defense of a hostile proxy contest from Formation Capital; advising in relation to Coeur d’Alene Corporation’s hostile, cross-border tender offer for Canadian mining company, Wheaton River Minerals; and acting for Unocal Corporation in the takeover of Mesa Petroleum, which is considered a landmark case in the hostile takeover arena. Stuart Grant and Jay Eisenhofer are rated.
Kirkland & Ellis LLP recently represented both its corporate and private equity clients in deal-related litigation. Key cases included acting for Apax Partners, in litigation filed in the Superior Court of California, Orange County and Delaware Chancery Court that related to Apax’s 2011 acquisition of Epicor Software Corporation, the plaintiffs alleging that Epicor’s board of directors breached its fiduciary duties in agreeing to be acquired by Apax Partners. The firm advised Bristol-Myers Squibb in connection with multi-jurisdictional shareholder litigation, arising out of its acquisition of Amylin Pharmaceuticals; and won a major victory for Community Health Systems when the US District Court for the Northern District of Texas dismissed, with prejudice, a damaging lawsuit that was filed by rival Tenet Healthcare Corporation in a takeover battle. The practice also represented GeoEye, and its board of directors, in a series of pending class actions, in which the plaintiffs challenged the merger between GeoEye and DigitalGlobe, a stock and cash transaction valued at $900m. The team also represented Clearwire Corporation, and nine of its directors, in a series of lawsuits where the plaintiffs allege that Clearwire is worth $30bn, and the merger agreement provides for the minority shareholders’ interest to be purchased at $1.5bn; and advised Duff & Phelps Corporation in connection with two shareholder cases arising from the December 2012 announcement that Duff & Phelps would be acquired by a consortium that includes The Carlyle Group, Stone Point Capital, Pictet & Cie, and Edmond de Rothschild Group. New York-based Yosef Riemer and Matthew Solum are key contacts.
Delaware firm Morris, Nichols, Arsht & Tunnell LLP represents corporations, directors, substantial shareholders, partnerships, limited and general partners, and limited liability companies, in lawsuits involving challenges to M&A transactions. Due to the importance of the Delaware corporate law and the Delaware Court of Chancery’s significant position in the US for the resolution of business disputes, the cases in which the group serves as counsel often involve issues of national significance. In addition, because Delaware is the chosen state of incorporation for the majority of Fortune 500 corporations, many of the firm’s clients are multibillion-dollar national and international corporations, including The Coca-Cola Company, Ford Motor Company, Viacom, BP Amoco, Wyeth (formerly American Home Products), Hallmark, Unocal Corporation, and Sabre/Travelocity.
Delaware-based firm Potter Anderson & Corroon LLP has a widely recognized corporate litigation group. Donald Wolfe Jr recently advised El Paso Corporation’s board of directors in litigation that challenged its merger with Kinder Morgan; acted for the controlling stockholder of Delphi Financial Group in a dispute related to the acquisition of Delphi by Tokio Marine; advised the special committee of the board of News Corporation in challenging the company’s proposed acquisition of Shine; acted for Alpha Natural Resources, in connection with litigation surrounding its acquisition of Massey Energy Company; and represented Compellant Technologies in connection with shareholder litigation that challenged its acquisition by Dell.
Richards, Layton & Finger, P.A.’s lawyers have litigated many landmark Delaware cases on issues relating to M&A, where the firm’s attorneys have represented both buyers and sellers, as well as their boards and various special and transaction committees. Gregory Williams’ representative experience includes advising: 3G in litigation regarding its acquisition of Burger King; Bucyrus in a dispute regarding its acquisition by Caterpillar; GE Healthcare in litigation regarding its acquisition of Clarient; and Unilever in a case concerning its acquisition of Alberto Culver. John Hendershot focuses his practice on corporate litigation in Delaware’s state and federal courts; he has represented numerous corporations in statutory appraisal and fiduciary duty suits that arise out of M&A.
Simpson Thacher & Bartlett LLP’s litigators excel at defending shareholder litigation that is filed in state, and federal, courts throughout the US; challenging the largest and most complex M&A; defeating efforts to enjoin transactions prior to closing; winning dismissals of claims; resolving claims through settlements on a pre-closing basis, when appropriate; and litigating claims for damages post-closing. The practice represented Eaton Corporation, a diversified power management company, in a shareholder action that challenged Eaton’s proposed $11.8bn acquisition of Cooper Industries; acted for an investor group, led by Siris Capital Group, in a multi-jurisdictional stockholder litigation that challenged the investor group’s acquisition of Tekelec; and advised Hellman & Friedman affiliates in multi-jurisdiction shareholder litigation, arising out of Carlyle’s, and Hellman & Friedman’s, $3.9bn acquisition of Pharmaceutical Product Development. Furthermore, the firm represented Petrohawk Energy Corporation (Petrohawk), and its board of directors, in seven shareholder class action lawsuits that alleged breach of fiduciary duty and related claims, and a federal court suit, which alleged violations of the Williams Act, following Petrohawk’s announcement that it would be acquired by BHP Billiton, in a $15bn transaction, involving the obtaining of a rare denial of the plaintiff’s motion for expedited discovery proceedings in the federal lawsuit, which prevented the plaintiff from filing a contemplated motion to enjoin the tender offer. New York-based Bruce Angiolillo is a noted securities litigator; Paul Curnin is co-chair of the litigation department; Paul Gluckow focuses on securities litigation; Peter Kazanoff has substantial experience in transaction-related litigation for both private equity and corporate clients; and George Wang and Jonathan Youngwood are additional key contacts. Palo Alto-based James Kreissman is well regarded.
Sullivan & Cromwell LLP’s depth of experience in M&A transactions provides the practice with significant expertise in dealing with all aspects of M&A litigation. The team represented Amgen in a stockholder class action litigation that related to Amgen’s $1.16bn acquisition of Micromet; advised Caterpillar in litigation, brought by Terex, in connection with a post-closing dispute that arose from the 2010 acquisition of Terex’s mining equipment business; acted for Collective Brands (Collective) - the owners of Payless Shoesource and brands such as Keds, Sperry Topsider, Stride Rite and Saucony - and its directors, in class and derivative litigation that challenged a pending transaction in relation to Collective’s sale; and represented Fox-Pitt Kelton and JC Flowers in derivative litigation, pending in the Southern District of New York, which arose out of Bank of America’s 2008 acquisition of Merrill Lynch. Richard Pepperman II and Karen Patton Seymour are the principal contacts.
Cleary Gottlieb Steen & Hamilton LLP has represented targets, bidders, white knights, investment banks and other M&A participants in the full range of takeover-related litigation matters, including hostile takeovers, proxy litigations, challenges to anti-takeover devices, directors’ breach of duty, allegations of inadequate disclosure, and issues of compliance with federal or state law. The practice advised Bank of America in major litigation and investigations that emerged from its acquisition of Merrill Lynch.
Gibson, Dunn & Crutcher LLP has extensive experience in defending the litigation that inevitably follows the announcement of public company mergers. The firm’s securities litigators also represent companies, directors and their financial advisors, in connection with shareholder litigation arising out of proposed mergers. Recent assignments have also included representations in the mergers of: Hollywood Entertainment; Harrahs Entertainment; ValueClick; and K2.
Kessler Topaz Meltzer & Check, LLP specializes in the prosecution of complex class action litigation. The practice has prosecuted numerous class actions on behalf of shareholders, who have been unfairly treated in a merger or business combination, achieving substantial recoveries, including millions of dollars in increased consideration for shareholders’ shares; the disclosure of material information, which enables a shareholder to better judge the fairness of a proposed transaction; and other therapeutic relief that are designed to protect and maximize shareholder value. The team represented Alameda County, in a shareholder class action brought against the directors of Genentech and Genentech’s former majority owner, Roche Holdings, in response to Roche’s 2008 attempt to acquire Genentech for $89 per share.
Labaton Sucharow LLP is noted for litigating in relation to deals that are against shareholders’ interests. In the case of In re RehabCare Group, Inc. Shareholders Litigation, the practice represented the public shareholders of RehabCare Group, in its opposition to a merger agreement, structuring a resolution that provided additional compensation and key reforms, such as enhanced disclosures and an amended merger agreement; and acted for the shareholders of Compellent Technologies (Compellent) in connection with its proposed sale to Dell for less than fair market value, negotiating a settlement on behalf of Compellent shareholders that included key deal improvements, including an agreement to eliminate the poison pill, reduce the amount of the termination fee and eliminate the requirement that Compellent enter into a standstill agreement with future bidders. Christine Azar is the partner in charge of the Wilmington office.
Rated by its peers, Latham & Watkins LLP’s litigators have extensive experience of litigating in deal-related actions. The team handles all types of litigation arising from M&A transactions, including appraisal actions, hostile tender offers, material adverse change litigation, poison pill cases, proxy contests, and shareholder bump-up suits. The practice is well-versed in Delaware law, and has prevailed decisively in M&A litigation that has been filed in the Delaware Court of Chancery and in multi-forum litigation, which is filed simultaneously in state and federal jurisdictions across the country, and has won both at the preliminary injunction stage and at trial.
Morrison & Foerster LLP’s lawyers act on the most urgent legal issues that impact public companies, and their officers and directors, handling class action litigation brought by shareholders against companies, directors, officers, and associated parties, when a public company is sold or receives a public offer to be acquired. The team advised SoftBank in multiple - now consolidated - lawsuits filed in Kansas state courts, along with two separate federal lawsuits, the litigation arising from a merger transaction, which is valued at more than $20bn and whereby SoftBank will acquire 70% of Sprint; and acted for Cogent, a Pasadena high-technology company that had signed a merger agreement with The 3M Company - involving a two-step merger with $930m-plus consideration - and its board of directors, in relation to class actions in three venues, seeking to enjoin the merger due to alleged breaches of fiduciary duty. The practice also won summary judgment on behalf of the former directors of Mentor Corporation, in a shareholder class action that arose out of Mentor’s $1.124bn sale to Johnson & Johnson, which was negotiated during the economic crisis in 2008, the case unusual because deal cases are rarely litigated beyond the closing of the deal. In San Francisco, Jordan Eth is known for complex, high-stakes litigation; and Judson Lobdell is also praised. Palo Alto-based Erik Olson has repeatedly defeated merger litigation claims, obtained dismissals of securities class action lawsuits, and successfully defended those dismissals in appellate courts; and Sean Prosser, in San Diego, has frequently obtained dismissals of securities class action lawsuits.
Paul, Weiss, Rifkind, Wharton & Garrison LLP recently acted for Electricite de France (EDF), the largest nuclear energy company in the world, in its settlement with Exelon Corporation and Constellation Energy Group (Constellation), in a regulatory proceeding before the Maryland Public Service Commission that involved the proposed $8bn merger of Exelon and Constellation. The firm advised Bank of America in litigation, arising out of its merger with Merrill Lynch; and acted for Harbinger Capital Partners’ defense of shareholder litigation that emerged from the sale of its controlling interest in Spectrum Brands to Harbinger Group. New York-based Daniel Kramer and Stephen Lamb, in Delaware, are recommended.
Formerly known as Robbins Umeda LLP, Robbins Arroyo LLP champions the rights of shareholders, representing individual and institutional investors in shareholder rights litigation. The practice has prosecuted several class actions on behalf of shareholders to vindicate their economic and voting rights in connection with a corporate acquisition, merger, or similar combination transactions, frequently achieving significant results, including helping to secure a higher price per share for shareholders; leveling the playing field to enable additional suitors to formulate and submit competing proposals; and correcting misleading statements and omissions in the information provided to shareholders about the proposed transaction. The practice recently acted in the investigation of the acquisition of Metals USA Holdings Corporation, which provides a wide range of carbon steel, stainless steel, aluminum, red metals, manufactured metal components, and inventory management services in the US and Canada, by Reliance Steel & Aluminum; and advised in the investigation of the acquisition of BioClinica, which provides clinical trial solutions to pharmaceutical, biotechnology, and medical device companies, by JLL Partners.
Robbins Geller Rudman & Dowd LLP is known for representing shareholders in corporate takeover litigation, regularly prosecuting M&A cases, post-merger, to maximize the benefit for the shareholder class. The team acted in relation to In re Del Monte Foods Company Shareholders Litigation, a case that reformed longstanding conflicts within the investment banking community on M&A deals, marking one of the largest cash settlements on record in the Delaware Chancery Court, and leading to sweeping changes in the way that investment banks conduct business in the M&A marketplace. In San Diego, Randall Baron, a former prosecutor, specializes in challenges to M&A, where he has been responsible for obtaining hundreds of millions of dollars in additional consideration for shareholders.
Seitz Ross Aronstam & Moritz LLP is a litigation boutique that focuses on corporate and commercial litigation in the Court of Chancery and other Delaware courts. The team represented Delphi Financial Group’s inside directors, and officers, in a consolidated stockholder action in the Delaware Court of Chancery that challenged Tokio Marine’s $2.7bn acquisition of Delphi; and co-advised Kinder Morgan in a putative stockholder class action, which challenged Kinder Morgan’s $35bn-plus acquisition of energy company El Paso Corporation.
Shearman & Sterling LLP represents corporations, investment banks, and other major players involved in high-stakes, transactional litigation. The practice acted for Synthes, and its board of directors, in the Delaware Chancery Court, in connection with the $19.7bn sale to Johnson & Johnson; advised FUJIFILM Holdings Corporation in connection with its $995m acquisition of SonoSite; represented Vector Capital in connection with its $138m acquisition of RAE Systems; and advised China Fire, and its board of directors, in lawsuits that were filed in Broward County and Palm Beach County, as well as in the US District Court for the Southern District of Florida, in connection with the $266m acquisition of China Fire by Bain Capital. Adam Hakki is litigation head.
Sidley Austin LLP has extensive experience in handling litigation concerning all types of challenges to M&A, including advice on fiduciary responsibilities, and claims involving proxy disclosures, hostile and competing bidders, troubled deals, shareholder suits, related SEC and/or stock exchange investigations, post-closing adjustments, breach of fiduciary duty suits, appraisal actions, and books and records inspection demands. The team represented Walgreen in litigation that arose out of its acquisition of drugstore.com; acted for Alberto Culver, and its board of directors, in the defense of shareholder litigation that challenged Unilever’s acquisition of Alberto Culver; and advised Duke Energy Corporation, the largest utility in the US, and certain of its directors, in six shareholder derivative suits, all asserting claims that the directors breached their fiduciary duties in connection with the replacement of the company’s CEO, following the closing of a merger with Progress Energy Corporation. Chicago-based Walter Carlson regularly serves as lead counsel in M&A, and corporate control, litigation in state and federal courts; Richard Kapnick represents clients in M&A disputes; Hille Sheppard acts for companies, and boards of directors, in litigation arising from M&A transactions and corporate governance issues; and Andrew Stern, in New York, is also an experienced attorney.
Vinson & Elkins L.L.P. has handled significant and high-caliber M&A litigation in recent years. The practice advised Enterprise Products Holdings, in obtaining the dismissal of a complaint filed in Delaware Chancery Court, which alleged breach of fiduciary duties by the board of directors of the general partner of a master limited partnership, in relation to two transactions with affiliates that exceeded $10bn in value; and was lead counsel to Inergy, and others, in lawsuits that arose from a simplification transaction in which Inergy (LP) issued and exchanged its units for the publicly traded units of the owner of its general partner, Inergy Holdings (LP). Michael Holmes, in the Dallas and Houston offices, is a principal contact.
Weil, Gotshal & Manges LLP’s securities litigators are actively engaged throughout the lifecycle of each M&A transaction on which the firm advises, from development of strategic options to the closing of the deal. The practice represented Kinder Morgan in shareholder litigation that arose out of Kinder Morgan’s high-profile, $37bn acquisition of El Paso Corporation, which created one of the largest energy companies in the world; and secured a significant victory on behalf of Providence Equity Partners (Providence), which was named as a defendant in a putative shareholder class action that arose out of Providence’s $1.64bn acquisition of Blackboard, a provider of enterprise software applications and related services to the education industry in the US and Canada. New York-based John Neuwirth is highly rated. Joseph Allerhand and Jonathan Polkes co-chair the securities litigation practice.
Wilmington-based law firm Young Conaway Stargatt & Taylor, LLP frequently plays leading roles in major Delaware Court of Chancery cases. Its attorneys have significant experience as M&A trial dispute lawyers, with Rolin Bissell chairing the firm’s corporate counseling and litigation section. Bissell is noted for his experience in corporate litigation in the Delaware Court of Chancery, including M&A disputes. Representative experience for the firm includes winning specific performance of a merger agreement; and enjoining a controlling stockholder’s attempted sale of control.