M&A litigation: defense in United States

Cravath, Swaine & Moore LLP

The sheer brilliance of the team can never be overstated‘, according to clients of Cravath, Swaine & Moore LLP, with the firm offering extensive experience handling high-stakes, complex and non-traditional transaction-related litigation, often involving novel issues of law and requiring strategic coordination of multiple suits. The litigators work closely with the transactional corporate practice in the early stages of a proposed deal, as well as handling trials in Delaware and other fora across the US. The ‘simply stellarGary Bornstein, Robert Baron and and Kevin Orsini are the lead partners and clients note that ‘they come without ego, preconception or agenda‘. Rory Leraris also plays a central role in the practice. Along with Bornstein, he is currently representing Buckeye Partners in a putative class action arising from its $10.3bn merger with IFM Global Infrastructure Fund, in which plaintiffs allege that the company’s board authorized the filing of a materially incomplete and misleading preliminary proxy statement recommending Buckeye unitholders vote in favor of the proposed merger. All lawyers mentioned are in New York.

Other key lawyers:

Gary Bornstein; Rory Leraris; Robert Baron; Kevin Orsini

Testimonials

‘The sheer brilliance of the team at Cravath can never be overstated. The team is insightful, reflective and really listens to the needs of its corporate clients. The energy and drive that the team puts into its work fosters the feeling that they really care about the results they achieve and thrive off the level of professionalism they provide to their clients. Not just a safe pair of hands, but the team you wouldn’t want to be without.’

‘The best thing about the individuals at Cravath is that they come without ego, preconception or agenda. The open, honest and reflective nature of the lawyers promotes a true collaboration between partner and client. Gary Bornstein – simply stellar!’

Key clients

Buckeye Partners, L.P.

Cisco Systems, Inc.

Deutsche Telekom AG

Goldman Sachs & Co.

Illumina, Inc.

Just Eat Takeaway.com N.V.

Occidental Petroleum Corporation

Palantir Technologies, Inc.

Precision Castparts Corp.

Qualcomm Incorporated

Reynolds American Inc.

The Williams Companies, Inc.

Work highlights

  • Representing Deutsche Telekom, T-Mobile’s controlling stockholder, and certain Deutsche Telekom officers who served or are serving as T-Mobile directors in putative class action and derivative litigation alleging defendants breached their fiduciary duties in connection with TMobile’s merger with Sprint.
  • Representing Johnson & Johnson, its subsidiary Ethicon and certain J&J executives in litigation filed by Fortis Advisors, as representative of the former stockholders of Auris Health, alleging that defendants fraudulently induced Auris, a developer of surgical robotics technology, into merging with Ethicon.
  • Representing The Williams Companies in a breach of contract action seeking a contractual termination fee in the amount of $410 million plus interest in connection with the company’s now-terminated $37.7 billion combination with Energy Transfer Equity. A decision is pending.

Kirkland & Ellis LLP

Kirkland & Ellis LLP remains at the forefront of corporate governance and M&A litigation, as well as advising on pre-litigation issues in deal structures and strategies, as well as taking matters all the way to trial. Its work spans cases arising from large M&A, shareholder activism, proxy contests, tender offers, as well as leveraged buyout and special purpose acquisition company (SPAC) transactions. The firm has a stellar track record in high-profile matters in the Delaware Court of Chancery, the state and federal courts in New York, and other state and federal courts across the country, and it continues to be involved in market-leading matters. Key partner Sandra Goldstein won a complete dismissal for Amcor in a post-closing class action arising from the company’s $6.8bn acquisition of Bemis Company. Matthew Solum, who is handling a shareholder class action for BC Partners, and Yosef Riemer, are among the other key attorneys. Up-and-coming partners Stefan Atkinson and Washington DC-based Joshua Rabinovitz also play key roles in the practice. Lawyers are in New York unless otherwise stated.

Other key lawyers:

Sandra Goldstein; Yosef Riemer; Matthew Solum; Stefan Atkinson; Joshua Rabinovitz

Key clients

AbbVie

Amcor Ltd.

Arclight Capital Partners

Bayou City Energy

BC Partners

Brookfield Asset Management

EQT Corporation

Hecla Mining

H.I.G. Capital Management

Micro Focus International

Grubhub

Thoma Bravo

TC Pipelines

TPG Capital

Vine Energy

Vista Equity Partners

WPX Energy

Latham & Watkins LLP

They know the process inside and out, and they have the knowhow to deal with opposing counsel and offer practical solutions‘, say clients of Latham & Watkins LLP. The litigation practice works closely with M&A teams to advise potential acquirers, targets, and financial advisors on issues ranging from deal protection measures, conflicts of interest, and change-of-control payments to disclosure obligations. The firm also has a strong track record in securing dismissals and succeeding at trial in class actions, derivative cases, busted deal litigation, poison pill matters,  proxy contests and appraisal actions. Recently, the firm has become a leading player in de-SPAC-related litigation on the back of its market-leading SPAC transactional practice, and is currently acting for Virgin Galactic, Romeo Power and Skillz in such matters. Michele Johnson in Orange County and Blair Connelly in New York lead the practice. Colleen Smith in San Diego and Kristin Murphy in Orange County are heavily involved in SPAC-related cases. Newly promoted counsel Zach Rowen in New York also plays a pivotal role in the practice.

Practice head(s):

Michele Johnson; Blair Connelly

Other key lawyers:

Colleen Smith; Kristin Murphy; Zach Rowen

Testimonials

‘They know the process inside and out. Know how to deal with opposing counsel and offer practical solutions.’

Key clients

Alta Mesa Resources

Arclight

Camping World

Callaway Golf

Dell Technologies

DXC Technology – Costanzo

K.C. Crosthwaite

Larry Ellison & Safra Catz

LogMeIn

LRN/Lion Midco

Match Group

Matterport

Romeo Power

Skillz

Virgin Galactic

Wesco Aircraft

WHIP Networks

Work highlights

  • Representing Oracle’s founder, Chairman and CTO, Larry Ellison, and Oracle’s CEO, Safra Catz, against shareholder derivative claims arising from Oracle’s US$9.3bn acquisition of NetSuite Inc. – a company in which Mr. Ellison was a significant stockholder. Trial is scheduled for July 2022
  • Representing Virgin Galactic Holdings, Inc. in a securities class action. Virgin Galactic was formed via a deSPAC transaction with Social Capital Hedosophia Holdings Corp. and plaintiffs filed suit when the company announced in April 2021 that it would restate its financials for the 2020 fiscal year based on new and recent guidance by the U.S. Securities & Exchange Commission with respect to the accounting treatment of outstanding warrants.
  • Representing LogMeIn, Inc. in successfully knocking out two putative class actions – one in federal court in Massachusetts, and one in state court in Florida – which had spawned out of a years-old M&A transaction. The state court dismissal represents one of the relative few dismissals of a securities class action by a state court – and the first in Florida.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

The team at Paul, Weiss, Rifkind, Wharton & Garrison LLP, which has offices in New York and Wilmington, is praised as ‘focused on achieving client objectives‘, and provides ‘very well written and argued briefs that go to the heart of the matter‘, with clients highlighting the ‘incredibly hardworking and smart lawyers‘. Among these are New York-based partners Andrew Gordon and Jaren Janghorbani , along with Andre Bouchard in Wilmington, who lead the practice. Bouchard joined in October 2021 having been Chancellor of the Delaware Court of Chancery. Lewis Clayton and Geoff Chepiga in New York are among the most highly M&A respected litigators in the market, and Alexia Korberg , who is acting for CBS in shareholder litigation challenging its $30bn merger with Viacom, is also highly recommended. The firm is heavily involved in the emerging area of SPAC-related litigation, and Janghorbani is representing private equity firm Fireman Capital Partners in a case in Delaware that alleges breaches of fiduciary duty in relation to convertible notes and warrants issued to Fireman by cannabis and hemp company Left Coast Ventures prior to its merger with a special purpose acquisition company.

Practice head(s):

Andrew Gordon; Jaren Janghorbani; Andre Bouchard

Other key lawyers:

Lewis Clayton; Alexia Korberg; Andrew Ehrlrich; Geoff Chepiga

Testimonials

‘The team is focused on achieving client objectives. Very well written and argued briefs that go to the heart of the matter. Very responsive to client.’

‘Incredibly hard-working and smart lawyers. Very knowledgeable.’

‘Andrew Gordon, Lew Clayton, Andrew Ehrlrich, Jaren Janghorbani, and Lew Clayton are all standouts.’

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP in New York has long been a market leader in M&A litigation and continues to be involved in cutting-edge matters, with a prime example is its work for technology company MultiPlan Corporation in the most prominent SPAC-related case in the market. The matter, in which MultiPlan was dismissed from the case, concerns allegations of breach of fiduciary duty in the merger with special purpose acquisition company Churchill III and claims that the merger was inherently conflicted. The case, led by practice co-head Jonathan Youngwood and up-and-coming partner Stephen Blake, is a milestone in reshaping the law to accommodate the unique qualities of SPACs. Paul Curnin retired in 2021, with seasoned trial lawyer Lynn Neuner taking up his role has global co-chair of litigation, alongside Youngwood. The firm has a deep bench of talented litigators, among them Peter Kazanoff, who is acting for Envision Healthcare Corporation in shareholder litigations concerning its $9.9bn sale to KKR; Palo Alto-based James Kreissman, who frequently acts for global technology companies; and Craig Waldman, who is also heavily involved in the Envision case.

Practice head(s):

Jonathan Youngwood; Lynn Neuner

Other key lawyers:

Peter Kazanoff; James Kreissman; Craig Waldman; Stephen Blake

Key clients

The Blackstone Group L.P.

CBS Corporation (n/k/a ViacomCBS)

Digital Colony Partners

Envision Healthcare Corporation

Gramercy Property Trust

Kohlberg Kravis Roberts & Co.

Multiplan Corporation

Silver Lake Partners

Sirius XM Holdings Inc.

TD Bank Group

Vivint Solar, Inc.

Work highlights

  • Representing MultiPlan Corporation in SPAC-related Delaware Chancery Case and securities class actions.
  • Representing the Special Committee of a target company in litigation arising from its $9.25bn acquisition by Brookfield Property Partners.
  • Representing Silver Lake Partners in a consolidated securities class action against Dell in Delaware Court of Chancery.

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden, Arps, Slate, Meagher & Flom LLP has built up a strong presence in M&A litigation through its office in Wilmington. Having become the first national law firm to open an office in Delaware five years ago, it has since represented a high volume of key clients clients as defendants in the Delaware Court of Chancery , including global investment firm Neuberger Berman Group LLC and chemical company DuPont. Paul Lockwood leads the Delaware practice group, in which Edward Micheletti, Robert Saunders and Cliff Gardner are among the standout practitioners. Micheletti handled one of the first merger-related cases asserting material adverse event claims as a result of the pandemic and the largest-ever merger in the luxury sector, representing LVMH Moët Hennessy Louis Vuitton in a matter arising from its acquisition of jewelry retailer Tiffany & Co. Saunders and newly promoted partner Jenness Parker successfully concluded an appraisal case for Cineworld Group plc concerning the price for its proposed $3.6bn merger agreement with Regal Entertainment, following a significant cut in Regal’s tax rate.

Practice head(s):

Paul Lockwood

Other key lawyers:

Edward Micheletti; Robert Saunders; Cliff Gardner; Jenness Parker

Wachtell, Lipton, Rosen & Katz

Wachtell, Lipton, Rosen & Katz in New York is widely regarded as one of the premier firms for merger-related litigation. The firm has a busy transactional M&A practice and skilled litigators who are frequently involved at early stages in the structuring of deals.  The firm frequently handles high-profile, bet-the-company matters for Fortune 500 companies, leading financial institutions, and multinational corporations, as well as their senior executives and directors. The vastly experienced William Savitt leads the practice, and with up-and-coming partner Ryan McLeod he represented Chinese insurance company Dajia, formerly Anbang, in a case arising from its $5.8bn merger agreement with Mirae Asset Management to sell 15 luxury hotels in the United States. Litigation co-chair Jonathan Moses and veteran litigator Theodore Mirvis are among the standout practitioners. has extensive experience litigating corporate matters in the Delaware Court of Chancer and the Delaware Supreme Court.

Practice head(s):

William Savitt

Other key lawyers:

Jonathan Moses; Theodore Mirvis; Ryan McLeod

Weil, Gotshal & Manges LLP

The firm is at this top in this practice area‘, says a client of Weil, Gotshal & Manges LLP, noting that it has ‘an experienced team that gets great results‘. The firm has a strong bench of M&A litigators and is not only a leading player in the Delaware Court of Chancery, but also in other fora across the US. The team is involved in emerging areas of the market, notably SPAC-related litigation, largely due the heavy involvement of its transactional lawyers in SPAC and de-SPAC transactions. It recently advised Churchill Capital Corp. III in stockholder litigation in Delaware following its $11bn merger with healthcare data analytics firm MultiPlan. John Neuwirth, who led the defense of Churchill, Joseph Allerhand and Caroline Zalka are co-heads of the ‘super-sophisticated and experienced‘ securities litigation practice, in which veteran litigator Jonathan Polkes and emerging talents Joshua Amsel and Evert Christensen are play key roles. Christensen worked alongside Neuwirth to defend Brookfield Asset Management in a precedent-setting matter that struck down a key point of law in Gentile v. Rossette concerning a “dual-natured” claims precedent that allowed certain claims to be both direct and derivative. All mentioned lawyers are based in New York.

Practice head(s):

John Neuwirth; Joseph Allerhand; Caroline Zalka

Other key lawyers:

Stacy Nettleton; Joshua Amsel; Evert Christensen

Testimonials

‘The firm is at this top in this practice area. There is an experienced team that gets great results.’

‘Stacy Nettleton is fantastic. She is collaborative, results driven and strategic. She gives the matter her attention and does a great job of communicating with her clients.’

‘Super sophisticated and experienced; solely focus on corporate and securities litigation and in the mix of all things Delaware and beyond.’

‘Smart, hard working, creative, and pragmatic. See the whole field and unparalleled judgment. John Neuwirth undisputed leader of the practice group and ably assisted by superstar partners Evert Christiansen and Josh Amsel.’

Key clients

Sanofi

Willis Towers Watson

Morgan Stanley

Walgreens Boots Alliance

Brookfield Asset Management

BTG Pactual

Fidelity National Financial

Jefferies Financial Group

Churchill Capital Corp. III and Churchill Capital Corp. IV

Eli Lilly

MGM Resorts

American Securities

Work highlights

  • Representing Brookfield in securing a groundbreaking Delaware Supreme Court decision that overturned a lower court ruling in a multi-hundred million dollar shareholder class/derivative litigation, reversed a 15-year-old precedential ruling, and will have a profound impact on the future of Delaware corporate law and corporate transactions.
  • Representing Churchill Capital Corp. IV in a vanguard SPAC litigation (involving Lucid Motors); and continuing to defend Churchill Capital Corp. III in a litigation in Delaware that will likely add significant contour to SPAC governance moving forward (involving MultiPlan).
  • Representing Morgan Stanley in the decade-long Tribune LBO fiduciary duty and fraudulent conveyance litigation by affirming a dismissal before the Second Circuit.

Cleary Gottlieb Steen & Hamilton

Cleary Gottlieb Steen & Hamilton frequently appears in the Delaware Court of Chancery in high-value cases related to M&A and alleged breaches of fiduciary duty. The firm acts for special committees, financial advisors, and acquirers in M&A disputes, both in state and federal courts. Recently, it has become involved in the emerging area of SPAC-related disputes, as well as numerous matters relating to cross-border deals. A key highlight is the firm’s work for National Amusements Inc. and Shari Redstone in a challenge to the $30bn merger of CBS and Viacom. Roger Cooper leads the practice and handles complex securities, M&A, derivative and corporate governance actions. He is representing International Flavors & Fragrances Inc. in a class action alleging material misstatements and omissions concerning its acquisition of Frutarom, which operates mainly in Ukraine and Russia. Experienced trial lawyer Victor Hou and up-and-coming partners Mark McDonald, who is currently handling cases for Bosch and T-Mobile, and Rahul Mukhi also play pivotal roles in the practice. All mentioned partners are based in New York.

Practice head(s):

Roger Cooper

Other key lawyers:

Mark McDonald; Rahul Mukhi; Victor Hou

Key clients

International Flavors & Fragrances Inc.

Temasek Life Sciences Private Limited

Citibank

National Amusements Inc.

Bosch

T-Mobile

Work highlights

  • Advised National Amusements Inc. (“NAI”) and Shari Redstone in lawsuits in the Delaware Court of Chancery challenging the fairness of the $30 billion merger of CBS and Viacom in 2019.
  • Representing International Flavors & Fragrances Inc. (“IFF”), Frutarom Industries Ltd. (“Frutarom”) and two of IFF’s officers in a putative securities class action alleging that the defendants misled investors about IFF’s acquisition of Frutarom, the integration of the two companies, and IFF’s and Frutarom’s financial reporting based on alleged bribery by Frutarom in Russia and Ukraine.
  • Represented a major resorts company in a consolidated Section 220 books and records proceeding in Delaware Chancery Court and in obtaining the withdrawals of appraisal petitions filed by a groups of minority stockholders.

Davis Polk & Wardwell LLP

Davis Polk & Wardwell LLP has a strong record of success in M&A litigation, from motion practice and discovery, to strategic settlements and appeals. Skilled in transaction-related cases in Delaware and in state and federal courts across the country, the firm routinely litigates pre- and post-closing challenges to mergers and acquisitions, and defend acquirers, targets, financial advisors, and accounting firms against direct and derivative claims brought by shareholder plaintiffs and/or parties to a transaction. James Rouhandeh leads the civil litigation practice, which handles a steady stream of high-profile M&A litigation, largely driven by the firm’s market-leading transactional practice. Among the firm’s standout practitioners is Lawrence Portnoy, who is regarded by peers as a leading lawyer in this area of law. Up-and-coming partner Andrew Ditchfield, who has standout expertise in shareholder disputes and fiduciary duties litigation, is also noted. All lawyers mentioned are in New York.

Practice head(s):

James Rouhandeh

Other key lawyers:

Lawrence Portnoy; Andrew Ditchfield

Key clients

Charles Schwab

Drone Racing League

ExxonMobil

Green Dot Corporation

IHS Markit

Ingram Micro

Kyocera

Lucid Motors

Novo Nordisk

TRATON SE

Trustbridge Capital

Uniti Group

Freshfields Bruckhaus Deringer LLP

Freshfields Bruckhaus Deringer LLP ‘has made a huge investment in this US market and it shows – they have captured an immense amount of legal talent in a short time‘, remarks one client. The firm has continued to carve out a prominent position in complex, multi-location cases, and has attracted new clients for deal-related litigation, among them AstraZeneca, Carlotz and Cazoo. ‘Incredibly smart litigator‘ Meredith Kotler and Mary Eaton in New York are co-heads of securities and shareholder litigation, and they acted on challenges to AstraZeneca’s $39bn acquisition of Alexion and Carlotz’ $827mn de-SPAC transaction, among others. Boris Feldman, who leads the US technology practice from Silicon Valley, has defended more than 240 shareholder class actions in his lengthy career. With emerging talent Doru Gavril, also based in Silicon Valley, Feldman is acting for new client Mandiant, a cybersecurity company based on the West Coast, in a shareholder challenge to the $1.2bn sale of its products business to a private equity buyer.

Practice head(s):

Meredith Kotler; Mary Eaton

Other key lawyers:

Boris Feldman; Doru Gavril

Testimonials

‘Meredith Kotler and Mary Eaton are proactive, hands on partners.’

‘Freshfields has made a huge investment in this US market and it shows. They have captured an immense amount of legal talent in a short time and I expect them to continue to grow by leaps and bounds’

‘Meredith Kotler is an incredibly smart litigator who is relentless on behalf of her clients. Boris Feldman is a wonderful litigator and has deep contacts in the business. Doru Gavril is an up-and-coming talent with boundless energy tempered by excellent judgment.’

‘It was a coup for the firm to attract Meredith Kotler to the practice and enhance the firm’s M&A litigation practice.’

‘Meredith Kotler has an excellent depth of knowledge in the corporate and M&A litigation space. She is well known and respected among the Delaware Court of Chancery Bar and judiciary! She’s smart, practical and great on her feet.’

Key clients

Air Products and Chemicals

AstraZeneca

Cargill

CarLotz, its CEO, CFO and Board of Directors

Cazoo

Clever Leaves

FireEye (k/n/a Mandiant, Inc.)

Li-Cycle

Palantir Technologies Inc.

Sitel Group

SourceHOV, Inc.

Special Litigation Committee (SLC) of Sinclair Broadcast Group, Inc.’s (Sinclair) Board of Directors

Stagwell Media

Work highlights

  • Representing Mandiant, a preeminent cybersecurity company based in Silicon Valley, in a shareholder challenge to the $1.2 billion sale of its products business to a private equity buyer. Previously represented the company in a shareholder action for books and records pertaining to the deal.
  • Represented the Special Litigation Committee in investigating and defending against allegations that Sinclair officers and directors misled federal regulators in connection with Sinclair’s failed US$6 billion merger with Tribune Media Company.
  • Represented SourceHOV in an appeal to the Delaware Supreme Court from an adverse judgment in an appraisal action after its merger with Novitex to become Exela Technologies.

Fried, Frank, Harris, Shriver & Jacobson LLP

The M&A litigation practice at Fried, Frank, Harris, Shriver & Jacobson LLP is ‘highly insightful, thorough, collaborative, communicative and strategic‘, noted for its strategy of bringing litigators into the deal structure process early to work with the transactional team, and also defends actions relating to M&A in which the firm was did not act as deal counsel. Global chair of litigation James Wareham in Washington DC  and New York-based co-chairs of securities & shareholder litigation Scott Luftglass and Peter Simmons are the lead partners. Also in New York, Geoffrey Berman, formerly of the US Attorney’s Office, has ‘extensive history in public service and private matters and great insight‘. For Apollo Global Management, Luftglass successfully secured the dismissal defense of a case challenging the $2.1bn acquisition of Presidio by BC Partners.

Practice head(s):

James Wareham; Scott Luftglass; Peter Simmons

Other key lawyers:

Geoffrey Berman

Testimonials

‘Highly insightful, thorough, collaborative, communicative and strategic.’

‘Geoff Berman – extensive history in public service and private matters; great insight. Scott Luftglass – strong relationship builder and knowledgeable.’

Key clients

Seritage Growth Properties

Apollo Global Management

Current and former directors of Xerox Holdings Corporation

Quality Distribution, Inc.

JPMorgan Securities LLC

Work highlights

  • Representing Seritage Growth Properties in a US$1 billion fraudulent conveyance litigation relating to the formation of Seritage and the accompanying rights offering.
  • Representing Apollo Global Management in connection with a proposed US$2.1 billion sale a portfolio company.
  • Representing current and former directors of Xerox Holdings Corporation (Xerox), a Fortune 500 international workspace technology company, company, securing a full dismissal of all claims asserted in two stockholder actions filed in the Commercial Division of the New York Supreme Court.

Gibson, Dunn & Crutcher LLP

Gibson, Dunn & Crutcher LLP‘s securities litigation practice frequently handles M&A-related cases, notably in finance, technology, healthcare, energy, accounting and insurance sectors. It is particularly well-respected for its takeover defense work, having handled numerous hostile takeover matters in the US and internationally. Monica Loseman in Denver, Brian Lutz in San Francisco and Craig Varnen in Los Angeles lead the securities litigation practice, in which New York-based Adam Offenhartz is a specialist in M&A litigation, including class action and derivative actions, appraisal cases and earnout disputes. Lutz recently won the dismissal of a class action for Elliott Management arising from the company’s acquisition of Gigamon. Among his recent highlights, Offenhartz acted for Afred E. Mann Trust, a controlling stockholder in medical device company Bioness, in a challenge to its acquisition of Bioventus, which closed successfully after the court denied a dissident directors’ final application for immediate injunctive relief.

Practice head(s):

Monica Loseman; Brian Lutz; Craig Varnen

Other key lawyers:

Adam Offenhartz

Goodwin

Goodwin is heavily involved in engage in deal-related litigation in state and federal courts across the US, as well as having a strong record of success in heavyweight matters in the Delaware Court of Chancery. The firm also arbitrates M&A disputes domestically and in international arbitration tribunals. It has a unique focus on key industry verticals, notably life sciences, technology and real estate, in which it frequently handles high-stakes matters. Deborah Birnbach leads the practice from Boston and specialises in M&A and securities litigation. Michael Jones, who splits his time between Boston and Silicon Valley, is a key adviser to technology, life sciences and REIT clients. He successfully obtained dismissals of lawsuits in four federal courts for Myokardia, in which plaintiffs alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with the company’s $13.1bn sale to BMS. Boston's Caroline Bullerjahn is also recommended for M&A matters and post-closing disputes.

Practice head(s):

Deborah Birnbach

Other key lawyers:

Michael Jones; Caroline Bullerjahn

Key clients

AMAG Pharmaceuticals, Inc.

Benchmark Capital

Brookfield Financial Properties

Chudy Group, LLC d/b/a TCGRx

Forge

Frazier Healthcare

Global Goldman Fund

Helpsystems

Medidata Soultions, Inc.

Myokardia

PNMAC Capital Management LLC

Polaris Venture Partners

Retail Properties of America, Inc.

Rocket Lab

Special Committee of the Board of Directors of NantKwest

Trillium Therapeutics Inc.

Virtusa Corporation

Webster Equity Partners

AMAG Pharmaceuticals, Inc.

Benchmark Capital

Brookfield Financial Properties

Chudy Group, LLC d/b/a TCGRx

Forge

Frazier Healthcare

Global Goldman Fund

Helpsystems

Medidata Soultions, Inc.

Myokardia

PNMAC Capital Management LLC

Polaris Venture Partners

Retail Properties of America, Inc.

Rocket Lab

Special Committee of the Board of Directors of NantKwest

Trillium Therapeutics Inc.

Virtusa Corporation

Webster Equity Partners

Work highlights

  • Representing Myokardia in obtaining dismissals of lawsuits in four different federal courts—U.S. District Courts for the District of Delaware, Northern District of California, Eastern District of New York, and Southern District of New York—asserting violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with its $13.1 billion sale to BMS.
  • Represented HelpSystems LLC, an IT software company, in connection with its acquisition of GlobalSCAPE, Inc. for an enterprise value of approximately $217 million.

Morris, Nichols, Arsht & Tunnell LLP

Their advice is not just legally excellent but is incredibly practical‘, say clients of Morris, Nichols, Arsht & Tunnell LLP, the firm among the leading Delaware counsel with a strong record of success in landmark cases, whether working with national defense firms or serving as lead counsel, and demonstrating ‘excellent judgment as to when it makes sense to litigate an issue aggressively and when it makes sense to look for a less aggressive solution‘. Megan Ward Cascio, who leads the practice with Kevin M. Coen, is representing a Special Committee of the Board of Directors of GCI Liberty Inc. in a class action filed by shareholders who claim maneuvers by its controllers and fiduciary duty breaches in the company’s $8.7bn merger with Liberty Broadband. Standout partner Kenneth J. Nachbar also has a lead role in that matter. The firm has a deep bench of talent with Willam M. Lafferty among the most highly regarded practitioners in Delaware. He is currently working with Susan Wood Waesco as lead counsel to Cisco Systems in enjoining Acacia Communications from terminating a merger agreement. All lawyers mentioned are in Wilmington.

Other key lawyers:

Willam M. Lafferty; Kenneth J. Nachbar; Susan Wood Waesco; Jon Abramczyk; Thomas Briggs; David Teklits

Testimonials

‘Morris Nichols is extremely responsive without regard to how many other matters they are working on. I also find that their advice is not just legally excellent but is incredibly practical. They exercise excellent judgment as to when it makes sense to litigate an issue aggressively and when it makes sense to look for a less aggressive solution.’

‘The litigation team at MNAT is extremely responsive, efficient and collaborative. They excel at working with outside counsel, clients and experts as a team effort in handling complex corporate litigation in the Court of Chancery. I always value their thoughtful insight and analysis, and they regularly have a great read on the Court and the Court of Chancery bar. They also do a great job in updating outside counsel on important Delaware developments.’

‘Tom Briggs is such a valued partner and resource in handling a variety of Court of Chancery litigation. I value his thoughtful and practical insight and strategies, his tireless efforts, and his positive attitude and great people skills. He is constructive and strives to solve problems, but is not hesitant to offer the tough advice and caution where warranted. Bill Lafferty is a persuasive advocate whose terrific insight, creativity and experience are always valued.’

‘My primary contact is Jon Abramczyk. His experience and judgment not only serves clients interests but does so in an incredibly efficient manner.’

‘Morris Nichols is absolutely my first choice when seeking Delaware counsel for M&A litigation. It is hard to think of a majority M&A case in Delaware in which they were not involved. Their experience and reputation is unparalleled.’

‘Bill Lafferty, David Teklits, Kevin Coen and the rest of their team are great advocates and sound counsellors, well respected by the bench and bar for their unparalleled experience and sound judgment. They also are easy to work with, with no sharp elbows.’

‘Tom Briggs is simply superb. He is efficient, knowledgeable, and has great instincts for getting to the right result.’

‘Extraordinary knowledge of Delaware law and bench; diverse team – several women partners/senior associates. Always collaborative’

Richards, Layton & Finger, P.A.

Richards, Layton & Finger, P.A. is a leading Delaware firm, with strong capabilities in acting before the Chancery Court. ‘They are respected by the court, know the clerks and how the system works, and have all of the administrative details down pat‘, remarks one client. The firm frequently works as local counsel for leading national litigation firms, though it also acts as lead counsel in landmark corporate disputes. Srinivas Raju, co-chair of the corporate department, and Catherine Dearlove, vice chair of the same group, are the lead partners in a practice that is ‘smart, creative, and expert in the field of corporate litigation‘. Blake Rohrbacher and Rudolf Koch are ‘complete superstars‘ and Gregory Williams has a long record of success in high-profile cases. Williams is representing directors of Dell Technologies in litigation arising out of a transaction that eliminated Dell’s former Class V tracking stock.

Practice head(s):

Srinivas Raju; Catherine Dearlove

Other key lawyers:

Gregory Williams; Blake Rohrbacher; Rudolph Koch; Richard Rollo; Raymond DiCamillo; Robert Burns; Lisa Schmidt

Testimonials

‘Outstanding Delaware law firm. Extremely knowledgeable about Delaware business law and and judges in Delaware.’

‘Rich Rollo is one of the very best litigators I have ever worked with. His knowledge of Delaware business law and business in general is outstanding. Excellent demeanor and speaking ability in courtroom. Extremely well prepared.’

‘Excellent strength in M&A litigation.’

‘Greg Williams, Ray DiCamillo and Rob Burns’

‘Top-notch Delaware lawyers’

‘Gold standard in DE. Super sophisticated and pragmatic. Rudy Koch is a complete superstar, as is Blake Rohrbacher and Srini Raju.’

‘Smart, creative, and expert in the field of corporate litigation.’

‘RLF makes it very easy to litigate in the Chancery Court, where so much M&A litigation takes place. They are respected by the court, know the clerks and how the system works, and have all of the administrative details down pat. More importantly, they know all the cases and the ways that the different members of the bench approach cases in their own, unique, ways. They also are unstinting in their attention to the clients and their willingness to work as hard as anyone could do to get the job done. The support staff is equally excellent and deserves a special mention.’

Ropes & Gray LLP

Ropes & Gray LLP has a skilled team handling corporate, securities, and derivative matters across the US, highly experienced in cases before the Delaware Court of Chancery at every stage from preliminary injunctions and motions to dismiss to bet-the-company summary judgment motions and complex trials. The firm has particular expertise in representing private equity firms, though it is also active for numerous life sciences companies and public companies in other industries in his-stakes deal litigation. Peter Welsh in Boston and David Hennes in New York lead the practice. Welsh is currently representing individuals and entities affiliated with National Amusements, Inc. in parallel actions in the Delaware Court of Chancery related to the multi-billion dollar merger of Viacom and CBS into the combined entity ViacomCBS in 2019. Boston-based Randall Bodner, former head of the firm’s business and securities litigation practice group, is also a key practitioner in corporate governance and deal-related cases.

Practice head(s):

Peter Welsh; David Hennes

Other key lawyers:

Randall Bodner

Key clients

Advent International Corp.

Akcea Therapeutics, Inc.

Allianz Global Investors U.S. LLC

Bain Capital and Bain Capital Real Estate, LP

Casita, L.P.

Elliott Investment Management L.P.

Former directors of Tesaro, Inc.

Former independent directors of Immunomedics

Fortress Bio, Inc.

Keryx Biopharmaceuticals, Inc.

National Amusements, Inc.

PJT Partners

Surgery Partners, Inc.

TPG Capital

Wright Medical Group N.V.

Work highlights

  • Representing individuals and entities affiliated with National Amusements, Inc. in parallel actions in the Delaware Court of Chancery brought by former stockholders of Viacom and CBS in connection with the multi-billion dollar merger of Viacom and CBS into the combined entity ViacomCBS in 2019.
  • Represented a majority of the former independent directors of Immunomedics, first in highly expedited and high-profile trial litigation and then in post-transaction damages litigation, resulting in a favorable settlement for the clients.
  • Represented former directors of Tesaro in securing complete dismissal of a class action complaint filed in the Delaware Court of Chancery challenging the US$5.1bn acquisition of Tesaro, Inc. by GlaxoSmithKline, plc.

Ross Aronstam & Moritz LLP

Ross Aronstam & Moritz LLP is a boutique defense firm in Wilmington that is ‘staffed by exceptionally hardworking and smart lawyers‘. The firm focuses exclusively on matters before the Delaware Court of Chancery, frequently working alongside premier national defense firms as co-counsel.  A key example of the firm’s offering is its work as lead counsel in a busted deal case for Venator Materials involving nearly $500m in claims. David Ross and Bradley Aronstam, who lead the practice with associate Garrett Rice, are ‘excellent lawyers who protect their clients and practice in the highest traditions of civility and professionalism‘. Moritz and Ross are currently acting for Tesla and Elon Musk in a case concerning the company’s $2.6bn acquisition of SolarCity.

Practice head(s):

David Ross; Bradley Aronstam; Garrett Rice

Testimonials

‘Boutique defense side firm based in Wilmington, DE staffed by exceptionally hardworking and smart lawyers .’

‘David Ross and Brad Aronstam are both excellent lawyers who work hard, protect their clients and practice in the highest traditions of civility and professionalism.’

‘The partners provide strong leadership and opportunities for their team members to perform and interact with clients directly. The Partners are knowledgeable, experienced and methodical in their approach, while being approachable and good listeners. They were sensitive to cost and recommended outsourcing some of the work to save, while obviously providing appropriate level of review and oversight of the contracted professionals.’

‘Brad Aronstam was our primary point of contact. He kept us well informed via email and periodic calls as appropriate. He was very good at explaining to us the process and helping us to fulfill our responsibilities, ensuring that we understood the reasons why things were done the way they were and how best to protect ourselves and our company. He’s a good listener with a nice sense of humor, much appreciated over the long process.’

Key clients

Facebook, Inc.

Swipe Acquisition Corporation

Mark Zuckerberg, Sheryl Sandberg, Peggy Alford, Marc Andreessen, Peter Thiel, Erskine Bowles, Susan Desmond-Hellmann, Reed Hastings, Jan Koum, and Nominal Defendant Facebook, Inc.

Palisades Growth Capital II, L.P.

Special Committees of (i) AMC Entertainment Holdings, Inc., (ii) TrueCar, Inc., and (iii) Selecta Biosciences, Inc.

Churchill Capital Corp III. and the former directors of Churchill

Shareholder Representative Services LLC

Elon Musk

Fortis Advisors LLC

The American Bottling Company

McDonald’s Corporation

Venator Materials PLC

Victor Kaufman, Peter Kern, Dara Khosrowshahi, and Mark Okerstrom

Work highlights

  • Representing Venator in busted deal litigation involving nearly $500m in claims. Following extensive discovery, the case is set for a two-week jury trial in the spring of 2022.
  • Representing Palisades Growth Capital in a highly expedited litigation to invalidate deceptive Board actions taken by a director and former CEO at Palisades’ portfolio company, QLess, and to determine control of QLess following the deception.
  • Representing Elon Musk in stockholder litigation challenging Tesla’s acquisition of SolarCity. The case was tried in the Court of Chancery in July 2021 and is currently in post-trial briefing.

Shearman & Sterling LLP

Shearman & Sterling LLP has a deep bench of lawyers whose practices focus on many related area of law, among them securities, criminal law enforcement, antitrust, commercial disputes, intellectual property and arbitration. The firm is able to handle all aspects of the most complex M&A  and ensuing litigation, with litigators closely involved in deal structuring, pre-trial strategy and the trial process itself, whether in Delaware or in other fora around the country. Global managing partner and head of litigation Adam Hakki has a stellar reputation in both securities litigation and M&A disputes. He leads the M&A litigation practice along with fellow New York partners Paula Anderson, Alan Goudiss and Mallory Brennan. Goudiss and Brennan represented Pattern Energy Group in successfully defeating a putative class action in Delaware arising from its merger agreement with a subsidiary of Canada Pension Plan Investment Board, which was challenged by Water Island Capital.

Practice head(s):

Adam Hakk; Alan Goudiss; Paula Anderson; Mallory Brennan

Key clients

Daimler AG

Warren Rustand

WebMD

Dassault Systèmes

CVS Health Corporation

Altice USA

LyondellBasell Industries

Morgan Stanley

Hoya Corporation

General Electric

bibliotheca

Capital Square Partners

Advanced Disposal Services

Bojangles

EnCap Flatrock Midstream Fund II, L.P.

Raytheon Co.

Bank of America Merrill Lynch

Orbital ATK Inc.

Pattern Energy Group, Inc.

Work highlights

  • Represented Pattern Energy Group, Inc. in a putative securities class action case in the United States District Court for the District of Delaware.
  • Represented General Electric Company in the Delaware Court of Chancery. This litigation arose out of the 2017 merger of GE’s oil and gas segment (“GE O&G”) and Baker Hughes Inc., an oil field services provider.
  • Represented Morgan Stanley in obtaining a dismissal of an action arising out of Blackstone’s 2018 acquisition of the Gramercy Property Trust REIT. Morgan Stanley worked as a financial advisor on the transaction and issued a fairness opinion supporting the deal.

Willkie Farr & Gallagher LLP

The 'smart, business focused, personable, and practical‘ team at Willkie Farr & Gallagher LLP  is praised as ‘strategic in the approach to cases and efficient in getting to a positive outcome‘. The firm recently set up a dedicated M&A litigation practice, in which vice chair of the business and corporate litigation group Sameer Advani is a key figure. The firm’s litigators represent companies, controlling shareholders, boards of directors, special committees and financial advisors in a range of transactional situations, including Delaware activism and takeover litigation, going private transactions and litigation arising out of alleged conflicts of directors or financial advisors. Tariq Mundiya is chair of the firm’s litigation department and oversees the firm’s deal-related disputes. He recently secured the dismissal of complaints against Xerox Corporation arising out of the company’s terminated transaction with Fujifilm Holdings Corporation. Vice chair of securities litigation Todd Cosenza is another standout practitioner. All lawyers mentioned are in New York.

Practice head(s):

Tariq Mundiya

Other key lawyers:

Sameer Advani; Todd Cosenza

Testimonials

‘High quality is expected from a good law firm. The individuals on the team are smart, business focused, personable, and practical. They are strategic in the approach to cases and efficient in getting to a positive outcome.’

Key clients

Innoviva, Inc.

Xerox Corporation

Atlas Holdings LLC

Loral Space & Communications Inc.

Sarissa Capital Management

AmTrust Financial Services, Inc. Special Committee

Aaron Skonnard, co-founder of Pluralsight

CIP OCL Investments, LLC

Resideo Technologies Inc.

Industrial Automation LLC

Vintage Capital Management, LLC

Work highlights

  • Represented Innoviva in breach of contract arbitration against Theravance Biopharma, Inc. regarding Innoviva’s authority as manager of a joint venture, which was formed by the parties when Theravance Biopharma, Inc., was spun out of Innoviva.
  • Represented Xerox in securing motions to dismiss in two matters related to Xerox’s terminated transaction with Fujifilm Holdings Corporation and its settlement of other litigation relating to the Fuji transaction.
  • Represented Vintage, another investor, their owners, and certain individuals board members of Liberty Tax, Inc. in a stockholder class action and derivative action arising from a series of transactions in which Vintage and another investment firm, B. Riley, acquired Liberty Tax’s outstanding shares of common stock in a tender offer.

Baker Botts L.L.P.

Baker Botts L.L.P. has ‘team of highly motivated and intelligent lawyers who epitomize effective advocacy‘. The firm’s roots are in energy and technology, in which its sector-specific knowledge is highly regarded, though it also handles deal-related litigation in the financial services, healthcare and consumer products industries. Global co-chairs of litigation Danny David in Houston and Bridget Moore in Washington DC, along with co-chairs of securities litigation Jessica Pulliam in Dallas and Amy Pharr Hefley in Houston are the standout practitioners. David, who ‘has the unique ability to communicate the issues in a practical, not overly technical legal way‘, acted for Naphtha Israel Petroleum Corporation Ltd. in a class action arising from its acquisition of Isramco, Inc., a going-private transaction that closed in November 2019.

Practice head(s):

Danny David; Bridget Moore; Jessica Pulliam; Amy Pharr Hefley

Other key lawyers:

Jonathan Shapiro

Testimonials

‘Team of highly motivated and intelligent lawyers who epitomize effective advocacy.’

‘Working with Baker Botts means you get a technically up to date experience with video calls, e-signatures, digital archives, and any other technological innovation that would be helpful. Billing is seamless through check or ACH. The firm has some of the brightest folks that I’ve met in law.’

‘The team was practical in their advice and judicious with respect to their expenditure of efforts. They were very knowledgeable about the subject area and brought an excellent blend of substantive knowledge and court room savvy that was very powerful. We are in the heart of the midwest and the judges are from that area and lawyers who are persuasive but not overpowering in their presence tend to resonate best with the courts.’

‘My primary contact was Danny David. He was an excellent team leader for this effort. He related well to our management team and our board. While the team and board consist of smart people, Danny had the unique ability to communicate the issues in a practical, not overly technical legal way that assisted the team and board in grasping the issues and determining the best path forward on how to proceed.’

‘Danny David is well versed in the subject matter and as I noted above, he has an excellent presence in the court room. His ability to breakdown these concepts into understandable sound bites had to be helpful to the judge who hears a wide range of legal disputes.’

‘Jonathan Shapiro is a winner in and out. He is extremely persuasive and always looking to represent his clients in the best way possible. He is a great listener and knows how to speak to clients and regulators. It takes a very different tone and approach for the many different audiences that come up in litigation and Jonathan knows how to adjust.’

Key clients

Teekay Offshore Partners, L.p.

International Speedway Corporation

Naphtha Israel Petroleum Corporation Ltd.

Thieriot, Peter E., Darrell Trent, Independent Directors Of Continental Materials Corporation

Vectren Corporation

Directors And Officers Of Idev Technologies, Inc.

Suncoke Energy Partners, L.p.

Former Directors Of Expedia Group Pamela Coe, Courney Chun And Christopher Shean

Mcdermott International, Inc.

Charter Communications Directors John Malone And Greg Maffei (And Liberty Broadband)

Directors Of Gci Liberty, Inc. John Malone And Greg Maffei

Bristow Fdba Era Group, Inc.

Liberty Media Corporation

Work highlights

  • Representing Vectren Corporation and its board in connection with five putative class actions and two individual lawsuits filed in the S.D. Ill. in July 2018 following the April 2018 announcement of its USD $6 billion merger with CenterPoint Energy Inc.
  • Representing two former directors of GCI Liberty, Inc., John Malone and Greg Maffei, in a shareholder derivative lawsuit in Delaware Chancery Court involving the $8.7 billion merger of GCI Liberty and Liberty Broadband Corporation.
  • Representing directors and officers of IDEV Technologies against claims brought by two former shareholders of IDEV who alleged they were improperly diluted as a result of a venture-backed equity financing preceding the merger.

Dechert LLP

Dechert LLP handles every kind of change of control and transactional litigation, representing bidders, acquirers, sellers, officers and directors, and special board committees. Active in both federal and state courts throughout the country, its has a strong bench of trial, investigations and securities partners who devote part of their practice to M&A-related cases. David Kelly in New York and David Kistenbroker, who works from both New York and Chicago, are the lead partners. Kistenbroker and Chicago’s Joni S. Jacobsen recently represented PureCycle Technologies in a class action alleging the company made materially false and misleading statements concerning its reverse merger with ROCH SPAC. For Turtle Beach Corporation, Josh Hess in San Francisco successfully represented the client in defeating an attempt by shareholders to enjoin a shareholder vote on the its merger with Parametric Sound, Inc. New York-based Neil A Steiner is recommended for his work for hedge funds, investment advisers and corporations in securities litigation and deal-related disputes.

Practice head(s):

David Kelly; David Kistenbroker

Other key lawyers:

Josh Hess; Joni S. Jacobsen; Neil A Steiner

Key clients

Turtle Beach Corporation/VTB Holdings, Inc.

Sierra Income Corporation

ValueAct Capital Management, L.P.

Qihoo 360 Technology and Eric Chen

Purecycle and certain officers

Harvest Credit Capital Corporation and certain officers/directors

Versa Capital Management

Scopus Biopharma, Inc.

CRE Niagara Holdings, LLC, Club Exploria, LLC, CRE Niagara Participation Holdings, LLC, CRE Bushkill Group, LLC, and CRE Echo Group, LLC

Neha Aggarwal

Barings LLC & Shivani Khurana

Work highlights

  • Represented Turtle Beach in defeating an attempt by shareholders to enjoin a December 27, 2013 shareholder vote on the merger between  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.
  • Representing Versa and its affiliate, Domus, in a case brought in the Delaware Court of Chancery by a former director and stockholder of Bridgestreet Worldwide, a leading provider of corporate housing.
  • Representing Neha Aggarwal in proceedings against IQVIA RDS Inc. and IQVIA Inc, who filed an action in the Court of Chancery of the State of Delaware, alleging, among other things, that Ms. Aggarwal used or converted confidential information belonging to IQVIA for the benefit of the ClinTech business.

King & Spalding LLP

King & Spalding LLP works as an integral part of the firm’s busy transactional M&A practice, helping to structure deals to mitigate litigation risk and advising on pre-litigation strategy. The firm remains active in director duties, appraisal litigation, disclosure claims, and post-closing disputes involving privately-held companies. Though it handles both plaintiff and defendant work, its focus is primarily on the latter, and its recent highlights include the defense of Sharecare in a challenge to a major SPAC transaction in the digital healthcare space, namely its $3.79bn sale to Falcon. Warren Pope in Atlanta was the lead partner in that matter, and he served as lead or co-lead counsel in federal and state courts from California to New York in recent years. Richard Marooney in New York and Jessica Corley in Atlanta lead the trial and global disputes practice and are both involved in deal-related litigation.

Practice head(s):

Richard Marooney; Jessica Corley

Other key lawyers:

Warren Pope

Key clients

Hillrom

Tall Tower Capital, LLC

Turbonomic, Inc.

Center For Diagnostic Imaging, Inc. d/b/a RAYUS Radiology, and its subsidiary

Jernigan Capital, Inc.

MMA Capital Holdings, Inc.

Great American Outdoors Group (“Great American Outdoors”) (d/b/a as “Bass Pro Shops” and “Cabela’s”)

Sharecare, Inc.

Kraton Corporation (“Kraton”)

Newell Brands Inc.

Phunware, Inc. and Former Officers & Directors

Chris & Maria Callas

Work highlights

  • Represented Hillrom in a Delaware Chancery Court case following Hillrom’s declaration of an MAE (material adverse event) to terminate its merger agreement with target BardyDx.
  • Represented Sharecare, Inc. when Falcon, a special purpose acquisition company (“SPAC”), entered into a merger agreement to acquire Sharecare. The merger successfully closed on July 1, 2021 and became the largest SPAC transaction ever in the digital healthcare industry.

Paul Hastings LLP

Paul Hastings LLP has a ‘solid, hardworking, and dynamic‘ M&A litigation practice that a strong reputation for success in the Delaware Court of Chancery, where is handles some of the most significant, high-stakes matters. Due to its strong presence both the East and West Coasts, as well as in key centers such as Houston, Washington DC and Chicago, the firm handles cases in state and federal courts throughout the US. Barry Sher in New York and Peter Stone in Palo Alto, who continues to represent the former director of M&A for HP in several matters arising from the company’s $7bn acquisition of Autonomy, lead the practice. Samuel Cooper in Houston is ‘an accomplished trial lawyer who brings instant credibility to his cases‘ and plays a pivotal role in the practice. He is acting for officers and directors of Baker Hughes in matters arising from the company’s $32bn merger with GE Oil & Gas.

Practice head(s):

Barry Sher; Peter Stone

Other key lawyers:

Samuel Cooper

Testimonials

‘Solid, hardworking, and dynamic.’

‘Sam Cooper is a standout and accomplished trial lawyer who brings instant credibility to his cases.’

Key clients

Baker Hughes

Manish Sarin, former director of M&A for HP

ValueAct Capital Management

Symphony Technology Group (Winshuttle)

Winshuttle Holdings, LLC

Baker Hughes

Manish Sarin, former director of M&A for HP

ValueAct Capital Management

Symphony Technology Group (Winshuttle)

Winshuttle Holdings, LLC

Work highlights

  • Representing a former director of M&A for HP, Manish Sarin, in several matters concerning its acquisition of Autonomy. HP alleges that Autonomy defrauded HP out of approximately $7 billion.
  • Representing the officers and directors of Baker Hughes in securities litigation before the Delaware Chancellery Court related to that Company’s merger with General Electric Oil & Gas.
  • Representing the Conflicts Committee of Baker Hughes in a special litigation committee investigation into the sale of a substantial portion of General Electric’s interest in what was then Baker Hughes, a GE Company.

Vinson & Elkins LLP

Vinson & Elkins LLP has offices in New York, Texas and California, enabling it to easily handle M&A litigation in state and federal courts across the US. The firm’s fiduciary duty practice deals with pre- and post-closing challenges to mergers and acquisitions, master limited partnership litigation, derivative lawsuits, and other claims made against corporate officers and directors under Delaware law. Over the last ten years, the firm has had 35 lead appearance in Delaware state court. The team is praised as 'extremely intelligent, gifted writers and excellent communicators who provide creative solutions to litigation matters‘. Michael Holmes in Dallas, who represented Regency Energy in a challenge to its $28bn merger with Energy Transfer Partners, and Michael Charlson in San Francisco lead the practice. Dallas-based John Wander and Clifford Thau in New York are also among the standout practitioners in deal-related matters.

Practice head(s):

Michael Holmes; Michael Charlson

Other key lawyers:

John Wander; Clifford Thau; Lawrence Elbaum

Testimonials

‘When the wine glass spills, my first call is Lawrence Elbaum. His calm, analytical demeanor coupled with astute business acumen disguised as an attorney makes him my preferred business confidant. Ironically, our relationship commenced as adversaries during a proxy fight 6 years ago but we developed so much respect for each other in battle, it was an easy decision to combine forces.’

‘After 25 years in private equity, I have worked with countless senior partners at top-tier law firms, but I have only developed one strategic, go-to, legal relationship. That relationship is with Lawrence Elbaum, Co-Head of Vinson & Elkins’ (V&E) shareholder activism practice. In the last four years, Lawrence has been involved with 6 of my portfolio companies, including for over 30 complex governance/management situations, 7 proxy fights/activism campaigns, 3 divestitures, 6 financings, and 1 NASDAQ uplisting.’

‘Lawrence Elbaum’s business judgment and deal-making prowess allow him to balance legal requirements with commercial objectives. With Lawrence, there is no start or stop time, he is constantly accessible. There is no ego or drama working with other lawyers, either at his firm or competitive law firms. He humbly refers less familiar issues. Uniquely, Lawrence doesn’t take advantage of client challenges but rather keeps in mind his clients’ long-term objectives and establishes and maintains fair billing and fee structures. As such, Lawrence has built V&E’s industry-leading activist practice. True to form, the practice has only thrived under Lawrence’s leadership.’

‘I enthusiastically endorse Lawrence Elbaum for his pristine track record of success, ethical leadership, and tireless efforts to solve client problems.’

‘Everyone on the team is extremely intelligent, gifted writers and excellent communicators who provide creative solutions to our litigation matters.’

‘During the course of a mediation, our mediator, a former judge, went out of his way during the course of our discussion to describe how our lead lawyer was the best that he had seen during his tenure on the bench. We happen to agree. (Michael Holmes, VE partner from Dallas).’

Key clients

Energy Transfer Equity, LP (ETE) and related entities

Regency Energy Partners, LP and related entities

Caiman Energy II, LLC and related entities

Roan Holdings, LLC and related entities

NGP X US Holdings, L.P.

The Coca-Cola Company

SBLI USA Life Insurance Company, Inc.

Enbridge Holdings (LNG) LLC

Standard Fiber Investors, LLC

Work highlights

  • Representing Regency Energy Partners and Energy Transfer Equity in class action litigation challenging the $18 billion merger between the two as lead counsel for all defendants.
  • Represented ETE in its third trial in the Delaware Chancery Court concerning the now-terminated $38 billion merger between ETE and Williams.
  • Representing Coca-Cola in a $2.4 billion litigation dispute with Keurig Dr Pepper in Delaware Superior Court concerning the distribution of BodyArmor, a popular sports drink co-owned by Mike Repole (the founder of Vitaminwater), Kobe Bryant, and a host of other celebrity athletes.

Winston & Strawn LLP

Winston & Strawn LLP ‘has a core team of experienced M&A lawyers who know their business and do great work‘ best known for its trial capability, and frequently involved in matters before the Delaware Court of Chancery. It is also a key player in the emerging area of SPAC-related cases under both the federal securities laws and state fiduciary duty law. ‘Incredibly articulate advocateJames Smith in New York chairs the ‘best-in-class, hard-nosed and practical‘ securities litigation practice, which handles deal-related disputes. John Schreiber works in both Los Angeles and New York and is ‘a first-rate advocate who is pleasure to work with or against under even immense pressure‘. He represented former executives of oil and gas exploration company Alta Mesa Resources in matters arising from its creation via a $33.8bn de-SPAC merger. Matthew DiRisio in New York has also led numerous SPAC-related cases and is ‘a great writer with great judgment‘. William O’Neill in Chicago also plays a pivotal role in the practice.

Practice head(s):

James Smith

Other key lawyers:

John Schreiber; Matthew DiRisio; William O’Neill

Testimonials

‘Winston has a core team of experienced M&A lawyers who know their business and do great work.’

‘Jim Smith is an incredibly articulate advocate who has spent decades in the business and knows where to land his punches. John Schreiber is a first rate advocate who is pleasure to work with or against under even immense pressure. Matt DiRisio is a great writer and has great judgment.’

‘Always felt that we were in good hands with a team that cared about our matter and was highly responsive to our needs and requests. Great bedside manner with us as the client combined with thorough and sophisticated legal briefing that was head and shoulders ahead of the opposition.’

‘Highly responsive, engaged and sophisticated. A true pleasure to work with. Jim Smith, Matt DiRisio and team are A.’

‘Best-in-class, hard-nosed and practical. See the issues coming so the client can prepare.’

‘Bill O’Neil is an outstanding attorney who helps make complex issues easier to understand and fights like a badger when we need it.’

Key clients

AAR Corp.

BAE Holdings, LLC

CareerBuilder, LLC

CM Top Co

Cox Communications, Inc.

Echo Global Logistics, Inc.

Harlan Chappelle and Michael Ellis, former officers of Alta Mesa Resources, Inc.

Holicity Inc.

Jernigan Capital, Inc., n/k/a NexPoint Storage Partners, Inc.

Medtronic, PLC

PLZ Holdings

Wind Point Partners

Work highlights

  • Represented Medtronic in a putative class action challenging the largest transaction in the history of medical technology – Medtronic’s $50bn acquisition of Covidien in 2015.
  • Represented AAR Corp. and its board of directors in a high-profile expedited “bellwether” shareholder lawsuit in the Delaware Court of Chancery, challenging the AAR board’s adoption of a shareholder rights plan, aka “poison pill,” in response to the extreme market disruption in the tumultuous early days of the COVID-19 pandemic.
  • Representing JCAP and its board in two putative stockholder class actions filed in Tennessee state court in November 2020 asserting claims for breach of fiduciary duties under Maryland law in connection with JCAP’s $900M acquisition via merger by affiliates of NexPoint Advisors, L.P., which closed on November 6, 2020.

Brown Rudnick LLP

Brown Rudnick LLP in Hartford is involved in high-profile, high-stakes commercial litigation disputes involving M&A, particularly those involving private equity houses. The two-partner practice handles both plaintiff and defense work and, in 2021, it litigated claims with a cumulative value of more than $500m. The firm frequently represents private equity firms, as well as large corporations, among them Lupin Pharmaceuticals. Dylan Kletter, who recently acted for Lupin in a post-closing fraud dispute concerning its $880m acquisition of Gavis Pharmaceuticals, and Mark Baldwin  are the lead partners. Baldwin, who practices primarily in the areas of complex commercial, corporate, and environmental litigation, has extensive experience in bench and jury trials.

Practice head(s):

Mark Baldwin; Dylan Kletter

Key clients

Prospect Medical Holdings, Inc.

SPay, Inc, d/b/a/ Stack Sports

British Motor Works, LLC

Bobcat North America, LLC

Lupin Pharmaceuticals, Inc.

Scrum Inc.

Prometheus Group Enterprises, LLC

AMBA Investment Holdings, Inc.

Telestream, LLC

Work highlights

  • Represented Lupin Pharmaceuticals in a post-closing fraud dispute concerning its USD 880m acquisition of Gavis Pharmaceuticals  in the Southern District of New York.
  • Representing Prospect Medical Group Holdings in a post-closing dispute concerning the treatment of over eight-figures worth of assets arising out of its USD 180m acquisition of a non-profit hospital, which has included the intervention of the Office of the Attorney General for the State of Connecticut.
  • Representing Prometheus Group in a post-closing dispute concerning up to USD 25m in earnout payments arising out of its acquisition of Utopia Global, which has involved both the Delaware Court of Chancery and arbitration proceedings.

DLA Piper LLP (US)

DLA Piper LLP (US) has a strong transactional team and a litigation practice to match, giving it a prominent role in cases concerning breaches of fiduciary duty, and it is active in courts across the US, as well as in the main forum of Delaware. John Clarke in New York, who is co-chair of the corporate and securities litigation group, and head of Delaware litigation John Reed in Wilmington are the lead partners. ‘Masterful litigator and trial counselJames Mathias in Baltimore represented Ray Berry, the founder, former CEO and chairman of The Fresh Market specialty grocery chain in an action asserting breach of fiduciary duty in challenging his role in the company’s 2016 going-private transaction. Rob Hoffman in Dallas and Baltimore-based Benjamin Schuman, who is ‘pleasant and unassuming, yet possesses a powerful intellect that commands respect‘, also have key roles in the practice.

Practice head(s):

John Clarke; John Reed

Other key lawyers:

James Mathias; Rob Hoffman; Benjamin Schuman; Meagan Pace

Testimonials

‘Jim Mathias is a masterful litigator and trial counsel. He has all the legal skills and more. Jim is an effective leader of the legal team and the client relationship.’

‘Ben Schuman is a master in his own right. He is pleasant and unassuming, yet possesses a powerful intellect that commands respect. He has a winning way with clients.’

‘Over the two years of this litigation Meagan Pace grew from role supporting Jim and Ben to a fully participating trial lawyer who prepared and examined an important witness. She will no doubt be placed in a senior role in the near future. Most importantly, this team developed a devastatingly effective trial strategy in a matter that required creativity to succeed.’

‘My extended family and I engaged DLA Piper to represent us in major litigation involving protection of our rights as minority shareholders. It was destined from the beginning to be a major battle. I appreciated the fact that DLA initially investigated our claims fully and obtained expert advice as they evaluated the case. They were realistic about how they assessed the case and worked with many different personality types within our group of 14 plaintiffs to arrive at a course of action.’

‘They managed our expectations very well. Their management of the litigation process thoroughly outclassed the attorneys in opposition, even though opposing counsel too was from a notable big firm practice. As trial neared, they did and outstanding of preparing 14 people in the plaintiff group for depositions and for trial. I thought the way they organized their trial presentation was masterful, involving witnesses of different ages and backgrounds, and 3 lawyers of different experience who could together articulate a narrative of our equitable claims.’

‘I was particularly impressed by our the attorney team collaborated with one another, and that presented a united front at trial. It also meant that they were at all times far better prepared than our opponents. I think that thoroughness reflected very well to the judge and is why I would recommend DLA without hesitation in the context of large cases that are of a “bet the farm” nature.’

‘They developed a financing strategy for the case that meant we were able to see it through to the end without feeling undue pressure about fees, which denied the defendants the ability to pressure us into a subpar settlement. My family is very very happy with the result ultimately obtained, and we credit DLA with having made it happen.’

‘Jim Mathias – is an exceptional litigator and team leader. With careful assessment early on, he was able to develop a strategy that really matched the need in terms of creating pressure on defendants whose game plan was always to stall and be noncooperative. I like the fact that Jim was able to collaborate fully with his juniors and provide opportunities for them to contribute fully. Building that infrastructure in his team made a huge difference.’

 

Key clients

AS Roma SPV, AG

GigAcquisitions3, LLC

The Baker Family (stockholders of Two Farm, Inc.)

Foundation Radiology, Inc.

Ray Berry (founder of The Fresh Market)

Mavenir, Inc.

ActiGraph Holdings, LLC

Great Hill Partners, L.P.

Bowlero

Netbase Solutions, Inc.

StoneX Group, Inc.

Morgan, Lewis & Bockius LLP

The ‘innovative, collaborative, responsive and thorough‘ team at Morgan, Lewis & Bockius LLPi is led by Troy Brown in Philadelphia, Michael Blanchard in Boston and Brian Herman in New York, and is noted for its collaboration with deal teams. The firm has a deep bench of M&A and securities litigators who are frequently involved in precedent-setting cases. A prime example is a case for Aruba Networks, which impacted how the courts decide fair value for valuations, and the relationship between market pricing, news and even economic theories of market efficiency and rationality. As well as matters before the Delaware Court of Chancery, the practice is involved in state and federal court proceedings across the US.

Practice head(s):

Troy Brown; Michael Blanchard; Brian Herman

Testimonials

‘Large defense firm with pockets of excellence, especially in the litigation and corporate litigation defense area.’

‘Brian Hermann: excellent, extremely hard working and smart. Mark Sonnenfeld: senior statesman. Domain expert in the corporate litigation area.’

‘I work often with the Morgan Lewis M&A defense team. They are innovative, collaborative, responsive and thorough.’

‘Brian Herman is great and knows the players in the courts very well. One of the nice things with Morgan Lewis is that its litigation team and deal team work well together, and so on almost every M&A dispute I’ve worked on with them, it has been with the involvement of members of both teams.’

Key clients

Spark Energy, Inc. (Spark), and National Gas & Electric, LLC (NGE)

Savencia, S.A. (“Savencia”), Zausner Foods Corp. (“Zausner”), and five individual current and former officers and directors of the companies

Zimmer Biomet Holdings Inc.

Medacta USA

Edison Energy/Altenex LLC

New-Indy Containerboard LLC (joint venture of The Kraft Group and Schwarz Partners)

Work highlights

  • Represented Defendants Spark and NGE in a post-Merger &Acquisition Earnout dispute in the Southern District of New York arising from NGE’s acquisition of Major Energy Services, LLC (Major Energy), and Spark’s subsequent acquisition of Major Energy from NGE.
  • Represented Zimmer Biomet and two of its Florida distributors before Complex Business Litigation Division of State Court in Hillsborough County, Florida, which granted in full motions to dismiss contract, tortious interference, and declaratory judgment claims brought by a former distributor of Zimmer Biomet’s premerger products.
  • 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.

Schulte Roth & Zabel LLP

Schulte Roth & Zabel LLP has a broad practice for financial litigation, which encompasses securities fraud, government enforcement matters and deal-related cases. The firm has particular expertise in acting for investment funds and their managers, and it frequently handles high-profile shareholder activism and proxy cases for lead hedge funds and private equity houses. Recently, its work has included SPAC-related matters, with Washington DC-based Charles Clark taking a lead role. Michael Swartz and Gayle Klein in New York and Peter White in DC lead the practice. Swartz is currently acting for Albertsons Companies in a $125m case concerning the earnout provision of a merger agreement in which the agent for stockholders of DineInFresh allege that the company fraudulently induced the merger  and sought to reduce payments to stockholders.

Practice head(s):

Michael Swartz; Gayle Klein; Peter White

Other key lawyers:

Charles Clark

Key clients

Albertsons Companies Inc.

Eric Bischoff

Eminence Capital, LP

Maltese Capital Management

DSAM + Master Fund

Immunomedics, Inc.

DSAM + Master Fund (“DSAM”)

Maltese Capital Management

Engine No. 1 LLC

Pantera Capital Management