Cravath, Swaine & Moore LLP in New York is known for its ‘subject matter expertise, professionalism‘ and its lawyers are described as ‘highly competent, professional, effective and respectful‘. The firm’s work spans individual, class and derivative actions arising from planned or hostile transactions, and its litigators are frequently hired in instances where the firm’s M&A team did not handle the initial deal. Gary Bornstein and Kevin Orsini are the lead partners. Bornstein acted for Atlas Air Worldwide Holdings, Inc. in multiple stockholder actions concerning its pending $5.2bn acquisition by an investor group led by Apollo. Robert Baron and Justin Clarke handled a challenge to the pending $1.9bn acquisition of investment bank Cowen Inc. by TD Bank Group. Up-and-coming partner Rory Leraris continues to build on her impressive track record.
M&A litigation: defense in United States
Gary Bornstein; Kevin Orsini
Other key lawyers:
Justin Clarke; Rory Leraris; Robert Baron
‘Subject matter expertise, professionalism.’
‘Highly competent, professional, effective and respectful.’
Deutsche Telekom AG
Micro Focus International plc
Reynolds American Inc.
Tesla Board of Directors
Independent Directors of Viacom Inc.
The Williams Companies, Inc.
- Won a major trial decision for Tesla CEO Elon Musk, defeating a stockholder derivative action that had sought $13 billion in damages related to Tesla’s acquisition of SolarCity.
- Won a post-trial judgment for The Williams Companies awarding Williams a $410 million contractual termination fee, plus interest and reasonable attorneys’ fees, in connection with its now-terminated $37.7 billion combination with Energy Transfer Equity.
- Representing members of the special transaction committee of Viacom’s board of directors in consolidated putative class action litigation alleging, among other things, that those directors breached their fiduciary duties in connection with Viacom’s $30billion merger with CBS.
Kirkland & Ellis LLP's ‘exceptional’ M&A litigators ‘do outstanding work, coordinate well on technical matters, and show great commitment to understanding the facts and the relevant context’. The firm has strong ties to leading private equity houses, as well as acting for a number of blue-chip corporates, and it handles every stage from pre-litigation on deal structures and strategies all the way to trial. Its caseload involves disputes concerning tender offers, LBO and SPAC transactions, as well as poison pill matters, breach of contract claims, books and records demands, appraisal rights and a host of other disputes. Standout partner Sandra Goldstein and up-and-coming partner Stefan Atkinson (‘a trusted advisor to C-suite and board members’) successfully represented Grubhub in numerous individual shareholder lawsuits arising out of its acquisition by Just Eat Takeaway.com for $7.3bn, while Matthew Solum and Yosef Riemer are also active. In addition to the aforementioned, who are all based in New York, emerging partner talent Joshua Rabinovitz in Washington DC also plays a central role in the practice.
Other key lawyers:
Sandra Goldstein; Yosef Riemer; Stefan Atkinson; Matthew Solum; Joshua Rabinovitz
‘Frankly they’re exceptional. They do outstanding work, coordinate well with counsel on technical matters, and show great commitment to understanding the facts and relevant context.’
‘Stefan Atkinson is great, he’s a trusted advisor to our c-suite and board, and thoughtfully guides our leaders through complex issues.’
TMC The Metals Company
Stable Road Capital
At Latham & Watkins LLP, ‘the M&A litigation team is deeply experienced in this space and works seamlessly with the transactional team and client team‘. Clients remark that the lawyers are ‘zealous advocates while remaining pragmatic, and they focused on the broader outcome of a successful deal rather than focusing solely on winning the litigation‘. The firm is active in the Delaware Court of Chancery and the Delaware Supreme Court, as well as other fora around the country, and is involved in cutting-edge areas of the market, such as SPAC-related litigation. Michele Johnson in Orange County, Blair Connelly in New York and Colleen Smith in San Diego lead the securities litigation and professional liability practice, while up-and-coming partner Kristin Murphy in Orange County has a major role in SPAC-related cases.
Michele Johnson; Blair Connelly; Colleen Smith
Other key lawyers:
‘The M&A litigation team at Latham is deeply experienced in this space and works seamlessly with the transactional team and client team. They are zealous advocates while remaining pragmatic. In other words, they are focused on the broader outcome of a successful deal rather than focusing solely on winning the litigation.’
‘Colleen Smith stood out on the team. She is a great communicator and very smart and strong. She was exemplary. She presented clearly and succinctly to the Board, was a persuasive advocate and worked well with all deal stakeholders including counsel for the acquiring company.’
Paul, Weiss, Rifkind, Wharton & Garrison LLP continues to win landmark decisions in business-critical cases, frequently prevailing at trial, as well as in preliminary injunction hearings and all other phases of litigation. The partners are ‘exceptionally smart and sophisticated and just plain nice folks‘, remarks a client, adding that they provide ‘the highest quality legal work, demonstrated by respect for the firm in the industry both among defense firms and the plaintiffs bar‘. New York-based partners Andrew Gordon and Jaren Janghorbani , along with former Chancellor of the Delaware Court of Chancery Andre Bouchard in Wilmington, lead the practice, and the team also includes Lewis Clayton, Geoff Chepiga and Alexia Korberg in New York who also play a pivotal role in the practice.
Andrew Gordon; Jaren Janghorbani; Andre Bouchard
Other key lawyers:
Lewis Clayton; Alexia Korberg; Geoff Chepiga
‘Exceptionally smart and sophisticated and just plain nice folks. Must be in the water at Paul Weiss. Highest quality legal work, demonstrated by respect for the firm in the industry both among defense firms and the plaintiffs bar. My contact with them is through my work as a commercial mediator and I can state unequivocally that they are are always prepared, their clients are ready and the other side comes in with a heavy dose of respect.’
Simpson Thacher & Bartlett LLP ‘has great industry experience, which puts them in a position to provide deep insight into risks and opportunities associated with securities litigation matters‘, and clients remark that the partners are ‘very thorough and provide timely advice‘. The practice is led by Jonathan Youngwood and seasoned trial lawyer Lynn Neuner. Youngwood and Palo Alto-based Stephen Blake are ‘very practical lawyers who are able to apply deep experience and substantive knowledge to very difficult problems and find the best possible outcomes, even when no good options are apparent‘ – they have been active in SPAC cases of late. Peter Kazanoff is ‘second to none in his experience, attention to detail and practical guidance‘, and Craig Waldman also plays a key role in the practice. James Kreissman is now of counsel. All lawyers are in New York unless otherwise stated.
Lynn Neuner; Jonathan Youngwood
Other key lawyers:
Peter Kazanoff; Stephen Blake; Craig Waldman; James Kreissman
‘The team has great industry experience, which puts them in a position to provide deep insight into risks and opportunities associated with securities litigation matters. They are very thorough and provide timely advice.’
‘Pete Kazanoff is second to none in his experience, attention to detail and practical guidance’
‘I have had very good experiences with Jonathan Youngwood and Stephen Blake. They are both very practical lawyers who are able to apply deep experience and substantive knowledge to very difficult problems and find the best possible outcomes, even when no good options are apparent.’
The Blackstone Group L.P.
Gramercy Property Trust
Kohlberg Kravis Roberts & Co.
Phoenix Tower International
Silver Lake Partners
Sirius XM Holdings Inc.
TD Bank Group
- Representing Paramount Global in derivative and stockholder class action arising out of the merger between CBS and Viacom.
- Defending Silver Lake Partners in a consolidated securities class action against Dell in Delaware Court of Chancery.
- Representing TD Bank in shareholder litigation related to the $22 billion merger of Schwab and Ameritrade.
Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps, Slate, Meagher & Flom LLP has consistently shown its commitment to M&A litigation. Global head of the firm’s litigation practice James Carroll oversees a talented group of partners with extensive experience in deal-related matters, among them Edward Micheletti, Robert Saunders and Cliff Gardner. Micheletti recently secured the dismissal of a Twitter stockholder’s claims that were brought against Elon Musk, asserting controller-based breach of fiduciary duty claims in the acquisition of Twitter- the court held that the stockholders were not third-party beneficiaries under the merger agreement for the purpose of seeking specific performance. Paul Lockwood leads the Delaware practice group from Wilmington, where up-and-coming partner Jenness Parker is making her presence felt. All partners are in New York unless otherwise stated.
Paul Lockwood; James Carroll
Other key lawyers:
Edward Micheletti; Robert Saunders; Cliff Gardner; Jenness Parker
Wachtell, Lipton, Rosen & Katz in New York is acknowledged by its peers as both a leading transactional firm and also a powerhouse in M&A-related litigation. The firm handles litigation at all stages, through trials and appeals, in which it has a stellar track record on behalf of some of the biggest corporations in the US. The practice, which is led by William Savitt and Jonathan Moses handles a range of high-stakes cases in the Delaware courts system. Savitt and Ryan McLeod acted for a Special Committee of the Board of Directors of MSG Entertainment, which acquired MSG Networks for $900m in 2021, after plaintiffs alleged that the company’s board violated Section 203 of the Delaware General Corporation Law, which prohibits a stockholder from engaging in a business combination with a company for three years after acquiring 15% or more of the company’s voting equity, blunting the provision as a tool for merger injunctions.
William Savitt; Jonathan Moses
Other key lawyers:
Madison Square Garden Entertainment
The Chemours Company
Dyal Capital Partners
At Weil, Gotshal & Manges LLP in New York, ‘the litigation team takes a practical approach to dispute resolution grounded in both the facts and specific laws involved, leading to negotiating from a position of strength‘. Clients praise the ‘sophisticated, specialized litigators who have deep experience in this area‘. John Neuwirth (who is ‘as good as they come and is a national leader in this space‘) and Caroline Zalka are co-heads of the securities litigation practice, which is home to a number of standout partners. Neuwirth worked with Joshua Amsel (who ‘keeps an even-keeled manner and is a pragmatic problem solver‘) and up-and-coming partner Evert Christensen in the defense of Churchill Capital Corp. III in stockholder litigation in Delaware Chancery Court following its $11bn de-SPAC merger with MultiPlan. Jonathan Polkes is ‘one of the best securities litigators‘ and he recently collaborated with Stacy Nettleton to secure a complete victory in long-running litigation for long-time client Morgan Stanley in connection with the fallout from the 2007 Tribune Co. leveraged buy-out led by billionaire Sam Zell.
John Neuwirth; Caroline Zalka
Other key lawyers:
Jonathan Polkes; Evert Christensen; Stacy Nettleton; Joshua Amsel
‘The litigation team takes a practical approach to dispute resolution grounded in both the facts and specific laws involved in a dispute leading to negotiating from a position of strength. The results reflect this strength.’
‘Josh Amsel and his colleagues keep a even-keeled manner and act in a professional manner while keep firm to the positions. Coupled with their practical approach, we have seen this result in a more favorable, quicker and sustainable outcome.’
‘Sophisticated, specialized litigators who have deep experience in this area and devote extraordinary care to helping clients solve problems.’
‘John Neuwirth is as good as they come and is a national leader in this space; he has the perfect combination of smarts, toughness, and judgment. Evert Christensen has used his clerkship in the Court of Chancery as a springboard into a recognized Chancery practitioner with invaluable experience and credibility. Josh Amsel is an exceptional advocate with first rate arguments and attention to detail.’
‘Deep expertise and experience, couple with strong partnership with clients. Nicely compliments their strength in corporate M&A.’
‘Jonathan Polkes is one of the best securities litigators. Joshua Amsel is pragmatic problem solver, deeply dedicated to his clients.’
Churchill Capital Corp.
Brookfield Asset Management
Walgreens Boots Alliance
Warner Bros. Discovery
Fidelity National Financial
- Representing Churchill Capital Corp. III in litigation in Delaware a case concerning SPAC governance.
- Representing Brookfield in two separate, significant stockholder breach of fiduciary duty class actions, one arising out of its acquisition of GGP Inc., and the other out of its buy-out of TerraForm.
- Securing a full dismissal in a putative securities class action brought against Ascena Retail Group and certain executives following its acquisition of ANN INC and subsequent bankruptcy.
Cleary Gottlieb Steen & Hamilton
Cleary Gottlieb Steen & Hamilton has a deep bench of lawyers who focus on securities litigation and M&A-related matters, among them former federal prosecutors and corporate governance experts. Practice head Roger Cooper in New York handles a broad range of work that spans complex securities, M&A, derivative and corporate governance actions. Along with up-and-coming partner Mark McDonald he acted for T-Mobile in a purported direct and derivative class action alleging breach of fiduciary duties in relation to certain terms flowing from the Sprint-T-Mobile merger. A decision is pending on the motion to dismiss. Experienced trial lawyer Victor Hou in New York worked with McDonald and Silicon Valley-based Rahul Mukhi to assist National Amusements, Inc. and Shari Redstone in lawsuits in the Delaware Chancery Court challenging the fairness of the $30bn merger of CBS and Viacom in 2019.
Other key lawyers:
Mark McDonald; Victor Hou; Rahul Mukhi
National Amusements, Inc
International Flavors & Fragrances Inc.
- Advising National Amusements, Inc. and Shari Redstone in lawsuits in the Delaware Chancery Court challenging the fairness of the $30 billion merger of CBS and Viacom in 2019.
- Advising T-Mobile and certain of its officers and directors in a purported direct and derivative class action brought by a T-Mobile stockholder, David Dinkevich, in the Delaware Chancery Court.
- Advising Empire Resorts, certain former officers and directors of Empire and Empire’s acquirers in a putative class action brought by former stockholders of Empire in Delaware Chancery Court following the acquisition of Empire Resorts by its majority stockholder Kien Huat Realty III Limited, alleging breaches of fiduciary duty in connection with the merger.
Davis Polk & Wardwell LLP
Davis Polk & Wardwell LLP in New York has deep experience in commercial litigation and deal-related matters, largely due to its stellar transactional practice and its established relationships with blue-chip clients. The practice, which is led by James Rouhandeh and Andrew Ditchfield, handles cases in state and federal courts across the country, and is a frequent participant in pre- and post-closing challenges to mergers and acquisitions, whether it is defending acquirers, targets, financial advisors or accounting firms. Neal Potischman is another key name, as is Brian Burnovski, who is among the partners involved in SPAC-related matters. Lawrence Portnoy is regarded by peers as a leading lawyer in this area of law.
James Rouhandeh; Andrew Ditchfield
Other key lawyers:
Lawrence Portnoy; Brian Burnovski; Neal Potischman
Drone Racing League
Green Dot Corporation
Highland Transcend Partners
Freshfields Bruckhaus Deringer LLP
Freshfields Bruckhaus Deringer LLP continues to blaze a trail for Magic Circle firms in US litigation, and clients and peers alike recognise that the firm has ‘built a real presence in this space over the last few years, and is a rising star‘. The firm has an impressive roster of clients, among them AstraZeneca, Cargill, BP, Pinterest and Tesla. Meredith Kotler (who is ‘a wonderful advocate with great judgment, presence and poise‘) and Mary Eaton (who is ‘smart, engaged, excellent with clients and judges, just top-notch‘) lead the practice from New York. The firm also has a major presence in Silicon Valley thanks to standout partner Boris Feldman, who leads the US technology practice and has ‘unparalleled experience and great relationships across the industry‘, and emerging talent Doru Gavril, who is ‘razor-sharp, masters all details and is truly tenacious‘.
Meredith Kotler; Mary Eaton
Other key lawyers:
Boris Feldman; Doru Gavril
‘Freshfields has built a real presence in this space over the last few years. They are a rising star.’
‘Meredith Kotler is a wonderful advocate with great judgment, presence and poise. Boris Feldman has unparalleled experience and great relationships across the industry. Doru Gavril is razor-sharp, masters all details and is truly tenacious.’
‘They are outstanding, and notable for total command of the facts and applicable law.’
Air Products and Chemicals
Buzzfeed and certain Officers
CarLotz, its CEO, CFO and Board of Directors
FireEye (k/n/a Mandiant, Inc.)
Pinterest, Inc. and several officers
Tesla and Board of Directors
- Successfully represented Buzzfeed and certain officers in Delaware Chancery Court, obtaining an injunction against two mass claim arbitrations alleging shareholder claims relating to Buzzfeed’s 2021 de-SPAC transaction.
- Defending CarLotz, its CEO, and its CFO in securities and shareholder litigation challenging the company’s de-SPAC process and disclosures made both during and after its de-SPAC.
- Representing cybersecurity company Mandiant (formerly known as FireEye), in a shareholder lawsuit challenging a US$1.2 billion deal.
Fried, Frank, Harris, Shriver & Jacobson LLP
The M&A litigation practice at Fried, Frank, Harris, Shriver & Jacobson LLP is lean and highly focused, with six partners handling high-stakes deal-related matters. The firm’s specialist lawyers are ‘strategic, talented and experienced‘, and clients remark that they ‘provide practical advice that is tailored to the needs of the situation‘. New York-based co-chairs of securities and shareholder litigation Scott Luftglass and Peter Simmons are the lead partners. Their team, which spans the New York and Washington DC offices, frequently acts for companies, financial institutions, special committees, special litigation committees, and officers and directors in cases filed in state and federal courts throughout the country. New York partner Geoffrey Berman, formerly of the US Attorney’s Office, also plays a key role in the practice.
Scott Luftglass; Peter Simmons
Other key lawyers:
‘Strategic, talented and experienced.’
‘The people we have worked with have great skills and experience. They provide practical advice that is tailored to the needs of the situaton.’
‘The team is extremely practical, commercial and a true guide to business leaders. They clearly explain the risks so that all stakeholders can understand them and then provide various recommendations. They couldn’t be more user friendly while also being extremely smart and constructive in the board room.’
Seritage Growth Properties
Apollo Global Management
JPMorgan Securities LLC
- Represented Seritage Growth Properties in connection with a settlement of a four-year long fraudulent conveyance litigation involving the Sears bankruptcy.
- Achieved victory for Apollo Global Management in connection with Delaware litigation challenging a proposed $2.1 billion sale of a portfolio company.
- Representing Apollo Global Management in litigation currently proceeding in Delaware Chancery Court relating to a series of transactions in which the company reclassified its stock structure, simplified its governance, and acquired Athene Holdings in a transaction valued at $11bn.
The securities litigation practice at Gibson, Dunn & Crutcher LLP has a national presence that sees it involved in deal-related litigation across the US. Although it handles a broad range of work, the firm is particularly well known for takeover defense matters. Monica Loseman in Denver, Brian Lutz in San Francisco and Craig Varnen in Los Angeles are the co-chairs of the practice. Lutz and newly promoted partner Colin Davis in Orange County have recently handed cases before the Nevada courts. In 2022, specialist M&A litigator Adam Offenhartz in New York secured the Delaware Supreme Court’s first decision concerning a special litigation committee in several years.
Monica Loseman; Brian Lutz; Craig Varnen
Other key lawyers:
Adam Offenhartz; Colin Davis
ArrowMark Colorado Holdings
Former directors of Newport Corporation
El Pollo Loco (Special Litigation Committee)
VMware / Pivotal Software
Block Inc. (previously known as Square)
The Alfred E. Mann Trust
Goodwin has a unique strategic focus on key industry sectors, notably life sciences, technology, and real estate, handling transactions and consequent litigation across the US, Europe and Asia. The firm also has a large private equity practice that is among the leading players in the expansive middle market sector, and this also generates work for the litigation department. Deborah Birnbach leads the practice, as well as being a key member of the life sciences group, and her track record in securities and shareholder litigation is notable. Adam Slutsky is also active in disputes in after healthcare deals. All lawyers are based in Boston. Michael Jones left to join Holland & Knight LLP.
Other key lawyers:
Medidata Solutions, Inc.
AMAG Pharmaceuticals, Inc.
Chudy Group, LLC d/b/a TCGRx
Trillium Therapeutics Inc.
Checkmate Pharmaceuticals, Inc.
Brookline Bancorp, Inc.
BioDelivery Sciences International, Inc.
SailPoint Technologies, Inc.
- Defeated two motions for preliminary injunction seeking to stop a $1.2B series of transactions from closing for Cedar Realty, a publicly traded REIT.
- Represented Citrix Systems, Inc. and its board of directors in eleven disclosure-based lawsuits filed by stockholders following the announcement of Citrix’s merger with Vista Equity Partners and Evergreen Coast Capital
- Secured a total victory for Medidata Solutions, a technology company that develops and markets software as a service for life sciences companies, in a private M&A dispute before the Massachusetts State Court arising from the sale of stock in a company called SHYFT Analytics.
Morris, Nichols, Arsht & Tunnell LLP is widely regarded as one of the top Delaware firms and it frequently works alongside top-tier national defense firms on the most challenging and high-stakes cases in the market. ‘The partners and the team are world class – extremely skilled, diligent, and effective in every respect.‘ Practice heads Megan Ward Cascio and Kevin M. Coen lead a deep bench of experienced partners. Cascio and Kenneth J. Nachbar are ‘exceptional in every respect‘. William M. Lafferty is ‘an excellent courtroom lawyer with great instincts‘ and John DiTomo ‘exercises great judgment and is a fierce advocate‘. Thomas Briggs, who is known for his ‘patience and coolness under pressure‘, is active in heavyweight cross-border disputes, while Jon Abramczyk‘s recent case load includes matters in the health care arena.
Other key lawyers:
William M. Lafferty; Kenneth J. Nachbar; David Teklits; Thomas Briggs; Jon Abramczyk; John DiTomo
‘Partners and team world class: extremely skilled, diligent, and effective in every respect. We have worked extensively with many attorneys and firms on a wide variety of matters, and this is the best legal team we’ve ever worked with.’
‘Ken Nachbar and Megan Cascio were each exceptional in every respect. They were each incredibly bright, extensively experienced, tirelessly diligent, and extremely effective. We also enjoyed working with each of them on a personal level, and they were highly professional in every regard.’
‘Morris Nichols has deep and broad knowledge of Delaware substantive law and procedure, and they give real insight into the Judges and other practitioners of the Delaware bar. They are among the very best in the space and there is virtually no scenario under Delaware law they have not encountered and dealt with.’
‘I work often with David Teklits, who is extremely knowledgeable, and has a real feel for the arguments that will prevail with the judges of the relevant courts. He is practical and smart and good and honing in on what matters.’
‘Unmatched knowledge of Delaware law, procedure, and judges.’
‘Megan Cascio combines common sense and good judgment with a thorough knowledge of Delaware law and practice.’
‘The Morris Nichols firm (“MNAT”) stands out for its excellent knowledge of the Delaware courts and related corporate law developments and for their constructive collaboration with outside counsel. I have worked with the Firm for many years and have always found them to be efficient and very responsive.’
‘While I have worked with many fine lawyers at the firm, my primary contacts have been Bill Lafferty and Tom Briggs. Bill is an excellent courtroom lawyer with great instincts as to the thinking of the Court and strategic considerations in litigation matters. Tom is an excellent litigator as well, who has served as an invaluable sounding board and advisor through many challenging situations. Aside from his outstanding commercial litigation instincts and experienced knowledge, I have always valued Tom’s patience and coolness under pressure. Both have proven to be invaluable partners in complex corporate litigation matters.’
Richards, Layton & Finger, P.A.
Richards, Layton & Finger, P.A. is universally regarded as 'a top-tier firm in Delaware for M&A, class action, and shareholder derivative litigation'. One peer remarks that 'nobody knows Delaware law, and the people who practice there and make the jurisprudence, better'. Chair of the corporate department Raymond DiCamillo and vice chair Catherine Dearlove lead a practice that acts for some of the largest publicly traded companies in the US, as well as private or family-held companies, either in partnership with national defense firms or as lead counsel in complex deal-related disputes. DiCamillo, Kevin Gallagher and newly promoted partner Matthew Perri acted for members Twitter's board in a series of cases, among them a challenge to Elon Musk's takeover under Section 203 of the Delaware General Corporation Law. Gregory Williams, who has a long record of success in high-profile cases, Blake Rohrbacher, Rudolf Koch and prominent trial lawyer Robert Burns are also pivotal in the firm's most prominent cases.
Raymond DiCamillo; Catherine Dearlove
Other key lawyers:
Kevin Gallagher, Robert Burns; Matthew Perri; Gregory Williams; Rudolf Koch; Blake Rohrbacher
‘They are a top-tier firm in Delaware for M&A, class action, and shareholder derivative litigation.’
‘Nobody knows Delaware law, and the people who practice there and make the jurisprudence, better than Richards Layton & Finger. Their M&A litigation trial work in particular gives them unique expertise–they go to trial more than any other comparable firm, and certainly more than most big firms. Unparalleled experience.’
‘Richards Layton has unequaled credibility with the Delaware courts and deep experience in both the litigation of M&A disputes and in the underlying transactions themselves. They work hard and bring good sense to each matter. In short, they make a hard job easier to do in every way.’
Ropes & Gray LLP has a wealth of experience in M&A and securities litigation, and its lawyers frequently appear in the Delaware Court of Chancery in high-stakes, high-profile cases. The firm has a strong private equity practice that generates significant work for the litigation group, as does the firm's broader corporate client base. The firm has amassed a strong track record in fiduciary duty cases, controlling stockholder litigation, matters arising from friendly and hostile takeovers, and claims filed in connection with going-private transactions. Peter Welsh in Boston and David Hennes in New York are the lead partners. Boston-based Randall Bodner is also active, as is Anne Johnson Palmer in San Francisco.
David Hennes; Peter Welsh
Other key lawyers:
Randall Bodner; Anne Johnson Palmer
Akcea Therapeutics, Inc. – former directors
Akebia Therapeutics, Inc. – current/former directors and officers
National Amusements, Inc., Shari Redstone, Robert Klieger
Norcraft Companies, Inc. – former directors
- Trial counsel defending National Amusements, Inc. against parallel actions in the Delaware Court of Chancery brought by former stockholders of Viacom and former stockholders of CBS challenging the multi-billion dollar merger of Viacom and CBS in 2019.
- Obtained a complete and with prejudice dismissal of a stockholder derivative lawsuit filed in the Delaware Court of Chancery against global consulting, strategy and communications advisor Teneo Holdings, along with its affiliate Teneo Strategy.
- Secured complete dismissal by the District of Delaware of litigation arising from a $1.3 billion dollar merger, by which Akebia acquired Keryx Biopharmaceuticals, Inc, and successfully defended the District Court’s dismissal before the Third Circuit.
Ross Aronstam & Moritz LLP
Ross Aronstam & Moritz LLP in Wilmington is 'a very high-quality Delaware law boutique'. The firm frequently acts as local counsel for national litigation practice, but increasingly takes on lead counsel roles in major cases. Lead partners David Ross (who is 'an excellent trial lawyer and tactical thinker'), the 'outstanding' Bradley Aronstam and Garrett Moritz are 'absolutely top-notch, very smart, practical and deeply respected in Delaware'. Ross is currently handling a purported derivative action for Meta, Inc. (formerly Facebook), while Aronstam and Michael Sirkin are acting as counsel to the co-founder of Snap, Inc. in litigation concerning important issues of non-voting stock and voter control. Newly promoted partner Garrett Rice is 'going to be a star'.
David Ross; Bradley Aronstam; Garrett Moritz
Other key lawyers:
Garrett Rice; Michael Sirkin
‘Ross Aronstam is a very high-quality Delaware law boutique. I’ve worked with all of their partners, but most with David Ross and Brad Aronstam, and they are absolutely top-notch. Very smart. Practical. Deeply respected in Delaware. Deans of the bar, type. I work with them all the time and think they are absolutely the best. Garrett Rice is a new partner there and he is going to be a star. Nothing but positive things to say about the firm.’
‘Top-notch litigators with excellent substantive expertise and deep knowledge and familiarity with the Delaware courts. They can handle any case no matter how complex.’
‘David Ross — among the very best in Delaware. Excellent trial lawyer, outstanding judgment and tactical thinker. Brad Aronstam — outstanding lawyer, brilliant thinker and has terrific judgement.’
Venator Material PLC
Mark Zuckerberg, Sheryl Sandberg, Marc Andreessen, Erskine B. Bowles, Susan Desmond-Hellmann, Reed Hastings, Jan Koum, Peter A. Thiel and Nominal Defendant Facebook, Inc.
Churchill Capital Corp III. and the former directors of Churchill
Burke America Parts Group LLC
The American Bottling Company
Special Committees of (i) Hecla Mining Company; (ii) Sleep Number Corporation; and (iii) Selecta Biosciences, Inc.
David Rintoul, Anthony Taccone, Michel Dumas, Brian Acton, Catherine Clegg, Leslie Dunn, and GrafTech International Ltd.
Fortis Advisors LLC
Cognizant Technology Solutions Corporation
Elon Musk, Robyn Denholm, Antonio Gracias, James Murdoch, Linda Johnson Rice, Brad Buss, and Ira Ehrenpreis
- Trial counsel for Venator in action asserting breach of contract arising from an unsuccessful attempt to acquire a major titanium dioxide facility in connection with a multi-billion-dollar merger.
- Counsel to Churchill Capital Corp III and the former directors of Churchill in consolidated stockholder litigation challenging Churchill’s SPAC acquisition of MultiPlan Corp.
- Representing Elon Musk in stockholder litigation challenging Tesla’s acquisition of SolarCity. The case was tried in the Court of Chancery in July 2021.
Shearman & Sterling LLP in New York has a broad practice that acts for corporations, investment banks, boards of directors, special committees and other major players in high-stakes transactional litigation. Global managing partner and head of litigation Adam Hakki is an acknowledged expert in both securities litigation and M&A disputes. He leads the M&A litigation practice along with Paula Anderson, Alan Goudiss and up-and-coming talent Mallory Brennan. Dan Gold in Dallas, who the firm from Haynes and Boone, L.L.P., and Samuel Cooper in Houston, who moved over from Paul Hastings LLP, are taking on significant work.
Adam Hakki; Alan Goudiss; Paula Anderson; Mallory Brennan
Other key lawyers:
Samuel Cooper; Dan Gold
CVS Health Corporation
Capital Square Partners
Advanced Disposal Services
EnCap Flatrock Midstream Fund II, L.P.
Bank of America Merrill Lynch
Orbital ATK Inc.
Pattern Energy Group, Inc.
- Represented Twitter in shareholder litigation relating to the acquisition of Twitter by Elon Musk.
- Represented NIC Inc. (“NIC”) and its former CEO and directors by having a purported class action lawsuit alleging breaches of fiduciary duty dismissed with prejudice in Kansas state court.
- Representing Pattern Energy Group), its officers and certain directors in a putative securities class action case in Delaware federal court in connection to claims under Sections 14(a) and 20(a) of the Exchange Act and Delaware law and in Delaware Court of Chancery arising out of Pattern’s $6.1bn acquisition by the Canadian Pension Plan Investment Board.
The team at Willkie Farr & Gallagher LLP in New York is comprised of 'highly efficient and respected lawyers who are both willing to litigate aggressively and negotiate reasonably'. Head of litigation Tariq Mundiya oversees the M&A litigation practice, which is led by Sameer Advani and Shaimaa Hussein. Co-chair of securities litigation Todd Cosenza also handles significant deal-related litigation.
Tariq Mundiya; Sameer Advani; Shaimaa Hussein
Other key lawyers:
‘Highly efficient and respected as lawyers that are both willing to litigate aggressively and negotiate reasonably. Fantastic and consistent experience over a long period of time. All this team does is win.’
‘Very client focused, yet not patronizing. I demand a no holds barred analysis from outside counsel, and this team gives me that. If I’m wrong or off base, they’ll tell me so. The team truly views themselves as enterprise partners and adds valu on both the legal and business side of deals and litigation. High rates, but provide exceptional value.’
Xerox Corporation and the Independent Directors of Xerox
AmTrust Financial Services, Inc. Special Committee
Atlas Holdings LLC
Sarissa Capital Management LP
Resideo Technologies Inc.
Industrial Automation LLC
CIP OCL Investments, LLC, CIP Capital Fund LP
Pivotal Investment Holdings II LLC and its Board of Directors
- Representing biotech company GenapSys Inc. in litigation pending in Delaware and California arising out of Foresite’s multimillion-dollar stock purchase investment in GenapSys and certain relations between Foresite and GenapSys since.
- Representing a special committee of AmTrust Financial Services, Inc in shareholder litigation arising out of $3 billion insurance company going-private transaction.
- Representing Pivotal Investment Holdings II, LLC and its Board of Directors in federal and state court litigation challenging a SPAC transaction in which Pivotal purchased XL Hybrids, a leading vehicle electrification provider.
Baker Botts L.L.P. has traditionally been known for its high-calibre work in the energy and technology sectors, but it is increasingly involved in deal-related litigation in the financial services, healthcare and consumer products industries. Active in its home market of Texas but also in Delaware and other fora across the US, the firm continues to use its trial experience to represent corporates and C-suite officers. Danny David in Houston and Bridget Moore in Washington DC, along with co-chairs of securities litigation Jessica Pulliam in Dallas and Amy Hefley in Houston are the key partners. Richard Harper in New York led the defence of Liberty Broadband Corporation and Charter Communications directors in a shareholder derivative lawsuit in Delaware challenging a $5bn investment as part of the Charter Communications-Time Warner Cable-Bright House Networks merger. Jonathan Shapiro moved to Goodwin in San Francisco.
Danny David; Bridget Moore; Jessica Pulliam; Amy Hefley
Other key lawyers:
GCI Liberty, Inc.
Naphtha Israel Petroleum Corporation Ltd.
McDermott International, Inc.
Liberty Media Corporation
Teekay Offshore Partners, L.P.
Liberty Latin America
Central Garden & Pet Company
At Dechert LLP, ‘all members of the team are equally strong and engaged, and they do a phenomenal job‘. The firm is well-versed in all types of change of control and transactional litigation, and it frequently acts for leading private equity funds, sovereign investors and major corporations. David Kelley in New York and David Kistenbroker, who works from both New York and Chicago, lead the trial, investigations and securities practice. Richard Horvath and Josh Hess in San Francisco, and David Kotler in New York are ‘excellent lead trial attorneys, who are able to explain complex legal issues to both lawyers and non-lawyers alike‘. Hess and Kotler successfully defeated an attempt by shareholders to enjoin a vote on the merger between headphones manufacturer Turtle Beach and audio technology company Parametric Sound, Inc. Chicago’s Joni Jacobsen also plays a central role in the practice.
David Kelley; David Kistenbroker
Other key lawyers:
Josh Hess; David Kotler; Joni Jacobsen; Richard Horvath
‘All members of the team are equally strong and engaged. They tried a case for us and did a phenomenal job. From brief writing to oral argument and witness testimony. Excellent trial team.’
‘Josh Hess and David Kotler were both excellent as our lead trial attorneys. They were able to explain the complex legal issues to both lawyers and non-lawyers alike and got great testimony from the most challenging witnesses. On top of being great lawyers they are extremely engaging and fun to be around outside of court as well. The support team, from the associates writing the on-the-spot trial issue briefs to the paralegals managing the massive amounts of documents and technology, were excellent!’
Guggenheim Funds Investment Advisors, LLC
Qihoo 360 Technology and Eric Chen
Turtle Beach Corporation/VTB Holdings, Inc.
Special Committee of the Board of Directors of Harvest Capital Credit Corporation
Versa Capital Management
Barings LLC & Shivani Khurana
SLR Senior Investment Corp.
Genesis Healthcare LLC; Post-acute Support Services LLC
Golub Capital BDC
- Representing Guggenheim in class action litigation in Delaware Chancery Court stemming from a fund’s precipitous decline in 2020, an error involved in the accrual of taxes for its master limited partnership interests, and its merger with the Kayne Anderson Energy Infrastructure Fund in March 2021.
- Defending a putative class action alleging violations of Sections 10(b), 20(a) and 20A of the Securities Exchange Act against Qihoo360 Technology Co. (“Qihoo”) and certain officers and directors.
- A cross-office team of litigators successfully won a directed verdict at trial against shareholders alleging that the merger between the firm’s client, VTB Holdings, Inc, which does business as Turtle Beach, and Parametric Sound, Inc., a publicly traded audio technology company that is incorporated in Nevada and based in San Diego, California, constituted an equity expropriation from them to controlling shareholders.
DLA Piper LLP (US) has a growing workflow of deal-related litigation not only in its Delaware office, but also across its national office network. John Clarke in New York and Melanie Walker in Los Angeles are co-chairs of the corporate and securities litigation group with, in which merger-related cases are handled, and head of Delaware litigation John Reed in Wilmington plays a pivotal role in all of that work - all of them of late have handled heavyweight litigation concerning special purpose acquisition companies. Benjamin Schuman in Baltimore and Jason Hopkins in Dallas also play central roles in the practice.
John Clarke; John Reed
Other key lawyers:
Melanie Walker; Benjamin Schuman; Jason Hopkins
Haymaker Sponsor III LLC and the company’s chief executive officer
Bristol-Myers Squibb Company
Japan NuScale Innovation
Resource REIT, Inc.
ActiGraph Holdings, LLC ActiGrpah LLC
Great Hill Partners LLC (Wayfair Litigation)
Netbase Solutions, Inc.
StoneX Group, Inc.
MSG Networks, Inc. and Madison Square Garden Entertainment Corp.
ICV Partners II, L.P.
- Representing Haymaker Sponsor III LLC and the company’s chief executive officer, in litigation in the District Court of Dallas County and the Chancery Court of Delaware.
- Represented SolarWinds Corporation in a stockholder derivative action dismissed by the Delaware Court of Chancery in which the plaintiffs attempted to hold directors liable for breach of fiduciary duty in connection with their oversight of the Company’s cybersecurity.
- Representing Bristol-Myers Squibb Company in an action pending in the US District Court for the Southern District of New York for alleged breach of a contingent value rights agreement entered into in November 2019 in connection with its merger with Celgene Corporation.
King & Spalding LLP has ‘superb litigators with excellent trial instincts‘ and clients praise their ‘attention to detail and drafting talent‘. The firm has played a role in shape critical points of law governing directors’ duties, disclosure claims, and post-closing disputes, and retains a significant presence in matters in the Delaware courts as well as other fora across the country. Richard Marooney in New York (who is ‘a consummate trial lawyer, quick on his feet, responsive, and excellent manager of his trial team‘) and Jessica Corley in Atlanta lead the trial and global disputes practice. Warren Pope in Atlanta, and up-and-coming partner Peter Isajiw in New York also play key roles in the practice.
Richard Marooney; Jessica Corley
Other key lawyers:
Peter Isajiw; Warren Pope
‘Superb litigators with excellent trial instincts. Attention to detail, drafting talent.’
‘Rich Marooney – a consummate trial lawyer, quick on his feet, responsive, and excellent manager of his trial team.’
Evolent Health, Inc.
Great American Outdoors Group (“Great American Outdoors”) (d/b/a as “Bass Pro Shops” and “Cabela’s”)
Hudson Vegas Investment SPV, LLC (“Hudson”)
Jernigan Capital, Inc.
Kraton Corporation (“Kraton”)
MMA Capital Holdings, Inc.
Newell Brands, Inc.
Phunware, Inc. and Former Officers & Directors
Preferred Apartment Communities, Inc.
- Successfully represented Preferred Apartment Communities, Inc. in litigation arising from a $1bn merger agreement with an affiliate of Blackstone Real Estate Income Trust, Inc
- Represented FanDuel and its directors after its founders and 134 other former officers and employees brought lawsuits seeking $1 billion in damages, accusing them of cheating them out the proceeds of a merger with Paddy Power Betfair.
- Represented the software company Turbonomic Inc. in defeating an attempt by Turbonomic’s competitor, Densify, to block IBM from acquiring Turbonomic.
Paul Hastings LLP
Paul Hastings LLP‘s New York office is home to numerous litigators who have built up a solid reputation in the Delaware courts for high-stakes cases arising from mergers and acquisitions. The lawyers are ‘very experienced and able to provide an understandable rationale for the litigation defense‘, and the team provides ‘exceptional guidance during the case based on their past experience and earn the trust of the client‘. Barry Sher, Kurt Hansson and Kevin Broughel lead the practice. Broughel and Kenneth Herzinger in San Francisco acted for Oracle Corporation in a class action that alleges the company made false and misleading omissions in tender offer documents for the $28bn acquisition of Cerner Corporation. Edward Han in Palo Alto contributes further firepower on the West Coast. Samuel Cooper in Houston moved to Shearman & Sterling LLP. Peter Stone in Palo Alto retired.
Barry Sher; Kurt Hansson; Kevin Broughel
Other key lawyers:
Edward Han; Kenneth Herzinger
‘The team was very experienced and able to provide an understandable rationale for the litigation defense.’
‘They provided exceptional guidance during the case based on their past experience and earned the trust of the client. I continue to be in contact with them after this case had ended.’
RBC Capital Markets, LLC
Symphony Technology Group (Winshuttle)
Winshuttle Holdings, LLC
- Represented Oracle Corporation in connection with a securities class action in re Cerner Corporation Merger Litigation.
- The firm represented Current and Former Officers and Directors of Baker Hughes following the merger of Baker Hughes Inc. and General Electric’s oil and gas business.
- Representing the former president of QAD in merger litigation in Chancery Court in Delaware challenging the proposed approximately $2 billion acquisition of the company by Thoma Bravo pursuant to a shareholder vote that took place on October 15, 2021.
Winston & Strawn LLP‘s securities litigation practice has a significant cadre of lawyers who handle deal-related cases, including major trials in the Delaware Court of Chancery. Practice head James Smith in New York is ‘a titan in this space and has practised at the top of this field for decades‘. Clients also note that chair of firm’s Los Angeles litigation practice John Schreiber ‘ has great presence and judgement, plus wonderful writing, presentation and client-management skills‘. The firm is heavily involved in SPAC-related cases and Matthew DiRisio in New York, who is ‘a strong performer and can write with the best of them‘, is active in Delaware cases in this space. Chicago-based William O’Neill is ‘best-in-class in terms of business partnership, communication and service‘.
Other key lawyers:
William O’Neill; John Schreiber: Matthew DiRisio; Gretchen Scavo; Tyler Richards
‘Winston is growing its practice in this space and is well-positioned to capture more market share by marketing great quality at cost-competitive prices’
‘Jim Smith is a titan in this space and has practiced at the top of this field for decades. John Schreiber has great presence and judgment, plus wonderful writing, presentation and client-management skills. Expect great things from him over the next few years. Matthew DiRisio is a strong performer and can write with the best of them.’
‘Bill O’Neill and his team understand M&A in great detail and are able to apply that understanding to masterful litigation skills and strategies.’
‘We could not have hoped for a more skilled group than Bill O’Neill and his team, including Gretchen Scavo, Kelly Ellis and Tyler Richards. Their client-service is top notch. Their briefs were well-written and well-written: persuasive, detailed and delivered in time to allow for meaningful client review. Most importantly, Bill and his team are trusted advisors that give advice rather than just blindly agreeing to client suggestions.’
‘Deep personal commitment to the project; highly engaged with the deal team so there was no lost momentum from the deal. Understood the mission and the market.’
‘Bill O’Neil is best-in-class in terms of business partnership, communication and service. Highly recommended.’
Cantor Fitzgerald, L.P.
Cox Communications, Inc.
Directors of Emisphere Technologies, Inc.
Directors of Momentus, Inc.
Echo Global Logistics, Inc.
Fathom Digital Manufacturing Corp.
Harlan Chappelle and Michael Ellis, former officers of Alta Mesa Resources, Inc.
Jernigan Capital, Inc., n/k/a NexPoint Storage Partners, Inc.
Quantum FinTech Acquisition Corp.
Shore Capital Partners
SteelRiver Infrastructure Partners
Wind Point Partners
- In the latest iteration of so-called “deSPAC litigation” in Delaware courts, representing Pendrell Corporation in a stockholder class action in the Delaware Court of Chancery challenging a $2.1bn business combination between Holicity, Inc. – a SPAC that was sponsored by a Pendrell subsidiary – and Astra Space, Inc.
- Representing Cantor Fitzgerald and various affiliates, officers and directors in a securities class action in the Northern District of California arising out of the $1.6bn deSPAC merger between CF Finance Acquisition Corp. II and View, Inc., precipitated by a post-deSPAC financial restatement by View and an associated audit committee investigation.
- Successfully represented Cox Communications in an appeal to the Delaware Supreme Court from an adverse post-trial judgment in an action against T-Mobile relating to Cox’s effort to launch a mobile services platform partnership with Verizon.
Brown Rudnick LLP in Hartford has an M&A and private equity litigation practice that handles high-profile, high-stakes commercial litigation disputes for both plaintiffs and defendants. It is active in the Delaware Court of Chancery and in the Southern District of New York, but also in courts across the US, particularly for matters involving representations and warranties insurance. Mark Baldwin and Dylan Kletter, who also works from the New York office, are the lead partners. Anthony Boccamazzo is a key counsel and the associate bench in the team includes Kelsey Bond.
Dylan Kletter; Mark Baldwin
Other key lawyers:
Anthony Boccamazzo; Kelsey Bond
SPay, Inc, d/b/a/ Stack Sports
British Motor Works, LLC
Association Member Benefit Advisors
- Representing Spay, Inc. in connection with its claims for fraud and breach of contract arising out of its acquisition of substantially all the assets of Stack Media, Inc.
- Representing Prospect Medical Group Holdings in connection with its claims for breach of contract regarding a multimillion reimbursement arising out of its acquisition of substantially all the assets of the Eastern Connecticut Health Network.
- Represented Association Member Benefit Advisors in connection with an indemnity claim regarding a customer dispute and the underlying dispute itself, which resulted in federal court litigation and the amicable continuation of the customer relationship.
Morgan, Lewis & Bockius LLP frequently handles post-acquisition disputes for large US corporates, among them high-profile names in the financial services. Troy Brown in Philadelphia, Brian Herman in New York and Carl Solomont in Boston are the lead partners. The team has a track record of late in sectors spanning food, fast-moving consumer goods and energy.
Troy Brown; Carl Solomont; Brian Herman
Savencia, S.A. (“Savencia”), Zausner Foods Corp. (“Zausner”), and five individual current and former officers and directors of the companies
Zimmer Biomet Holdings Inc.
Edison Energy/Altenex LLC
New-Indy Containerboard LLC (joint venture of The Kraft Group and Schwarz Partners)
- Successfully represented Zimmer, Inc. in a post-stock purchase agreement dispute in the U.S. District Court for the Northern District of Indiana. The former shareholders of CelgenTek Innovations Corporation sued Zimmer seeking damages in excess of $50 million, alleging that Zimmer breached its obligation to use “commercially reasonable efforts” to sell the acquired company’s products post-acquisition and generate additional earnout value for the plaintiffs.
- Representing Medacta and a distributor it acquired in Southern California in an American Arbitration Association proceeding and in a lawsuit pending in Tennessee federal court.
- Representing New-Indy Containerboard in its defense of a claim by Resolute Forest Products pending in the Commercial Division of New York’s Superior Court and arising from Resolute’s sale to New-Indy of a paper mill for $260m.
The New York office of Schulte Roth & Zabel LLP has a long-standing reputation for securities litigation and, increasingly, deal-related cases. It is particularly active in cases arising from proxy contests and corporate control battles, as well as matters involving investment funds. Michael Swartz and Gayle Klein in New York and Peter White in Washington DC lead the practice, which is a key adviser to many of largest hedge funds in the US. Klein and DC-based Charles Clark are also key advisers on SPAC-related cases.
Michael Swartz; Gayle Klein; Peter White
Other key lawyers:
DSAM + Master Fund
Eminence Capital, LP
Engine No. 1
Maltese Capital Management, LLC
Nover Ventures LLC
Saba Capital Management, L.P.
- Represented four of the eight members of the Board of Directors of Republic First Bancorp, a publicly traded bank based in Philadelphia, in a dispute with the other four Board members.
- Successfully represented Axar Capital Management, LP and Andrew Axelrod in a series of litigation challenges related to Axar’s takeover of StoneMor.
- Representing two former members of the Board of Directors of a special purpose acquisition company in a putative shareholder class action lawsuit pending in federal court for the Eastern District of New York. The lawsuit alleges violations of numerous federal securities laws in connection with a merger between the publicly-traded SPAC and Arrival SA, a privately-held manufacturer of commercial electric vehicles.