M&A litigation: defense in United States
'The team is simply first-class', says a client of Cravath, Swaine & Moore LLP in New York who remarks that 'the depth of analysis, the dedication and the energy that they put in to defending their clients is outstanding'. The firm has built its reputation with success in high-stakes, multi-district deal-related litigation, including corporate governance matters, the defense of company independence against activist shareholders, breach of contract and fiduciary duty allegations, challenges to shareholder rights plans and disclosure issues under state and federal laws. Its recent work includes high-stakes matters for Tesla's board of directors, Credit Suisse and AngloGold Ashanti. 'It is a pleasure to work with such a dynamic, cohesive team, whose client interactions leave you feeling understood, reassured and in safe hands', says a client who recommends lead partner Gary Bornstein. Veteran litigator Robert Baron has been a key player in major commercial cases brought as individual and class actions in the federal and state courts for the last 37 years. Kevin Orsini is also recommended for securities, anti-trust and M&A litigation. Up-and-coming partner Rory Leraris is also making her mark in complex deal-related litigation.
‘The team at Cravath is simply first class. The depth of their analysis, dedication and the energy that they put in to defending their clients is outstanding. They really do go above and beyond.‘
‘The team is able to understand the broader commercial considerations concerning its clients and can flex its style, work with cross-functional teams and foster good working relationships with other law firms brought in to advise on discreet points, to ensure that the job they are delivering is uniquely tailored to the businesses individuals needs.‘
‘Gary Bornstein should be individually credited for his standout performance. Gary, as lead partner, sets an excellent, collaborative tone with his team that fosters an excellent team spirit and drives his lawyers to excel, with excellent results.’
‘It is a pleasure to work with such a dynamic, cohesive team, whose client interactions leave you feeling understood, reassured and in safe hands.‘
AngloGold Ashanti Limited
British American Tobacco
Goldman Sachs & Co.
Occidental Petroleum Corporation
Tesla Board of Directors
The Williams Companies
- Represented Akorn in litigation in the Delaware Court of Chancery regarding Fresenius’ termination of the parties’ $4.3bn merger agreement; the case is one of a handful regarding termination rights arising from material adverse event provisions in merger agreements to be tried to a decision, and the first such appeal decided by the Supreme Court of Delaware.
- Defending AngloGold Ashanti Limited and related corporate and individual defendants in an action brought by Newmont Mining Corporation alleging, among other claims, that AngloGold failed to disclose certain material information in connection with its $820m sale to Newmont of a gold mine in Colorado.
- Representing Avon Products, Inc. and its board of directors as defendants in putative securities class action and individual litigation filed in four state and federal courts relating to Avon’s proposed merger with Natura Cosméticos S.A.
- Secured the dismissal of shareholder class action litigation against Blount International, Inc. and four of its directors in the Delaware Court of Chancery challenging the acquisition of Blount by affiliates of American Securities LLC and P2 Capital Partners, LLC, which was completed in April 2016; and represented Blount in the final approval hearing in September 2019.
- Won a ruling by the North Carolina Supreme Court in December 2018 overturning the state’s Court of Appeals and dismissing a putative class action suit against Cravath client British American Tobacco p.l.c. arising from Lorillard’s $27.6bn acquisition by Reynolds American Inc.
Kirkland & Ellis LLP represents purchasers and sellers, as well as their boards of directors and financial advisors, in connection with challenged mergers, tender offers and leveraged buyout transactions. The firm has extensive experience in Delaware Chancery Court, as well as state and federal courts throughout the US, and is called upon by its broad corporate and private equity client base to handle high-stakes matters. Its recent work includes appraisal cases, activist investor litigation and derivative cases related to large M&A transactions. It has an exceptionally strong bench in New York, where practice heads Sandra Goldstein and Matthew Solum, as well as key partner Yosef Riemer, stand out. Goldstein, who has 30 years' experience, frequently argues as lead courtroom counsel in both high-profile M&A and securities litigation. Solum has an enviable record of securing dismissals in deal-related cases over the past 20 years. Up-and-coming partner Stefan Atkinson continues to secure notable wins for high-profile clients such as Rupert Murdoch, his sons, and other officers and directors of Twenty-First Century Fox.
‘Yosef Riemer is a leader in corporate litigation, particularly with fiduciary duty and appraisal claims. Both he and Matt Solum are experts in the space and effectively have guided us to successful outcomes. They have a case management style that makes it easy for in-house counsel to manage a matter without having it consume the day-to-day.‘
ArcLight Capital Partners
Callon Petroleum Company
H.I.G. Capital Management
J.C. Flowers & Co. LLC
Martin Marietta Materials, Inc.
Micro Focus International plc
Newfield Exploration Company
Robert R. McCormick Foundation and Cantigny Foundation
Rowan Companies plc
Rupert Murdoch, Lachlan Murdoch, James Murdoch and Fox Corporation
U.S. Silica Company
Vista Equity Partners
The Vitamin Shoppe
Welsh Carson Anderson & Stowe
- Secured a complete dismissal of a securities class action brought against AbbVie and its CFO regarding AbbVie’s May 2018 $7.5bn Dutch auction share repurchase.
- Secured the affirmation in the Delaware Supreme Court of the dismissal of a shareholder derivative action against AbbVie and its board of directors regarding AbbVie’s terminated effort to merge with Shire Pharmaceuticals in 2014.
- Representing Amcor and Bemis in shareholder litigation – both individual and purported class actions – filed in federal court in New York and Missouri state court, arising out of Amcor’s $6.8bn acquisition of Bemis.
- Defending ArcLight Capital Partners, one of its portfolio companies, and certain of its officers and directors in two cases relating to ArcLight’s merger with American Midstream Partners; in the Delaware Court of Chancery, the plaintiff asserts class claims for breach of the limited partnership agreement, breach of the implied covenant of good faith and fair dealing, and unjust enrichment.
- Representing BC Partners in a putative shareholder class action arising out of its proposed $2.1bn acquisition of Presidio, a provider of digital infrastructure, cloud and security solutions for commercial and public sector customers.
'Litigation partners begin advising on key litigation risks at the outset of a transaction and remain key stakeholders throughout', remarks client of Latham & Watkins LLP. The firm handles all types of litigation arising from M&A transactions and related corporate governance issues, and its lawyers are well-versed in Delaware law, having built a track record of victories in the Delaware Court of Chancery, in the Delaware Supreme Court, in federal court, and in multi-forum litigation. Its work encompasses appraisal actions, hostile tender offers, busted deal cases, post-closing disputes, material adverse change litigation, proxy contests and much more on behalf of large corporate clients. M&A litigators are present in 11 of the firm's US offices, including a strong presence on the West Coast. Michele Johnson in Orange County, who is 'in a class of her own', and Blair Connelly in New York lead the M&A litigation subgroup of the firm's securities litigation and professional liability practice. Counsel Kristin Murphy in Orange County is a rising star.
Other key lawyers:
‘The litigation team is closely connected with the M&A team. Litigation partners begin advising on key litigation risks at the outset of a transaction and remain key stakeholders throughout. Once litigation is filed, the record is clear and the team is prepared. There are no fire drills.‘
‘Michele Johnson is in a class of her own. Her subject matter expertise is second to none, but she is also a genuinely kind human. It is always a pleasure to work with her.‘
‘Kristin Murphy is an up-and-coming rockstar. She possesses many of the same traits as Michele Johnson, not the least of which is her intellect and ability to provide technical advice in an easy to comprehend manner.‘
ArcLight Capital LLC
Larry Ellison and Safra Catz
Alliance Healthcare Services
The Parking REIT
Ernst & Young LLP
- Advising a special committee of the Dell Technologies board of directors in Delaware Court of Chancery litigation arising out of Dell’s acquisition of its publicly traded Class V stock in exchange for a combination of cash and Dell’s Class C common stock.
- Representing ArcLight Capital Partners in litigation stemming from the 2015 acquisition of the Hovensa oil refinery, storage terminal, and transportation hub located on St. Croix by an ArcLight affiliate via a bankruptcy sale.
- Represented Leonard Green & Partners in multi-jurisdictional merger litigation arising from the $4bn acquisition of Life Time Fitness.
- Represented ExamWorks, a provider of independent medical examinations (IMEs), peer reviews, and bill reviews, in an appraisal action stemming from its $2.2bn buyout by private equity firm, Leonard Green.
- Represented IXYS Corporation, the leading developer, manufacturer and marketer of power semiconductor products, in litigation arising from its $750m sale to Littelfuse.
Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York has a deep bench of talented litigators spanning securities and M&A litigation. The firm continues to have a role in cutting-edge cases in the Delaware courts, as well as other key jurisdictions around the country. In recent years, it has become a 'go-to' firm for cases involving material adverse change, having acted for Fresenius Kabi in obtaining the only ruling of a Delaware court finding that termination of a proposed $4.3bn merger with Akorn Pharmaceuticals was justified on those grounds, though it handles the full suite of deal-related litigation for the likes of Altice USA, Apollo Global Management and Channel Medsystems. Its recent work includes representing both public companies and private equity firms and their portfolio companies in complex appraisal litigations and shareholder lawsuits.
Other key lawyers:
- Representing legacy directors of a healthcare company in litigation relating to public disclosures in connection with a merger, raising legal issues regarding personal jurisdiction over directors and the extent to which the directors of an acquired company can be liable for alleged misstatements or omissions in the SEC filings of the acquirer.
- Defended Altice in a lawsuit brought in Delaware Chancery Court by Cablevision’s former controlling family (the Dolans) concerning Altice’s management of News 12, a “hyper-local” news network Altice acquired as part of its purchase of Cablevision in 2016.
- Successfully defended Apollo in a stockholder class action in Nevada state court in connection with the acquisition of US golf resort owner-operator ClubCorp Holdings by an Apollo fund, in which stockholders allege that the ClubCorp directors breached their fiduciary duties in agreeing to the acquisition and that Apollo aided and abetted that breach.
- Representing medical technology developer Channel Medsystems, Inc. in its lawsuit against Boston Scientific in the Delaware Court of Chancery over Boston Scientific’s termination of their merger agreement.
- Defended and obtained a settlement for Diamond Resorts International, Inc. in a consolidated appraisal proceeding in which shareholders who did not tender their shares during the company’s $2.2bn acquisition by funds managed by affiliates of Apollo Global Management, LLC, petitioned for an appraisal of the fair value of their shares.
Simpson Thacher & Bartlett LLP excels at defending shareholder M&A litigation filed in state and federal courts throughout the US, frequently defeating efforts to enjoin transactions prior to closing, winning dismissals of claims, and litigating post-closing claims for damages. It has a diverse client base of issuers and their boards of directors, special committees, private equity firms and other financial sponsors, and has substantial experience in litigation brought by shareholder activists, post-closing appraisal proceedings, and disputes between merger parties. In New York, global co-chairs of the litigation department Paul Curnin and Jonathan Youngwood lead a practice that is involved in the most high-profile on-going matters. Peter Kazanoff is regarded as one of the finest practitioners in the market and Craig Waldman is an up-and-coming partner who handles deal-related litigation for both corporate and private equity clients. The firm also has skilled litigators on the West Coast, with key partners James Kreissman and Stephen Blake in Palo Alto both highly regarded.
‘STB’s M&A litigation defense team is incredibly knowledgeable about the practice area, but also extremely efficient, practical and results-oriented.‘
‘Peter Kazanoff has an exceptional knowledge of the relevant case law and his charismatic personality is an asset in all aspects of litigation.‘
The Blackstone Group L.P.
CVC Capital Partners
Hellman & Friedman LLC
Kohlberg Kravis Roberts & Co.
Silver Lake Partners
- Secured the dismissal, with prejudice, of all claims against clients PharMerica Corporation and Kohlberg Kravis Roberts & Co. L.P. (“KKR”) in Laborers’ Local #231 Pension Fund et al. v. PharMerica Corporation et al, in which plaintiffs claimed the proxy statement issued by PharMerica in October 2017 seeking shareholder approval of the sale of the company to KKR materially misstated or omitted information pertaining to the company’s growth strategy.
- Represented CBS in expedited proceedings in a Section 220 Demand in the Delaware Court of Chancery related to the CBS and Viacom stock-for-stock merger.
- Represented L3 Technologies and its Board of Directors in class action lawsuits related to the proposed merger between L3 and Harris Corporation.
- Acted for Silver Lake Partners and certain directors of Dell Technologies Inc. in Delaware Chancery post-close litigation related to a $15bn 2018 restructuring and recapitalization transaction.
- Represented First Data’s board of directors in litigation challenging its $22bn merger with Fiserv, Inc., which alleged breaches of fiduciary duties.
Skadden, Arps, Slate, Meagher & Flom LLP
'Seen by many as one of the top firms with specialist M&A litigators', Skadden, Arps, Slate, Meagher & Flom LLP has a Wilmington office that handles some of the most challenging high-stakes litigation brought in the Delaware courts. During the last five years, it has represented clients as defendants in more cases in the Court of Chancery than any other major international law firm. Its work encompasses a broad range of corporate and securities litigation, including the defense of class and derivative actions, the representation of special committees, fiduciary duties of directors, federal and state securities fraud claims, bankruptcy litigation, corporate valuations and statutory appraisals, and insurance acquisition transactions. Among the firm's clients are financial institutions, prominent corporate board members and multibillion-dollar corporations. Edward Micheletti leads the practice in from the Wilmington office, where a team of 6 partners focuses on deal-related litigation. Among these are leading light Robert Saunders, Jennifer Voss who recently acted forJAB Holding Company in an appraisal case, and up-and-coming partner Cliff Gardner.
‘The firm has a very busy corporate practice for large public companies and is seen by many as one of the top firms with specialist M&A litigators.‘
- Secured the dismissal of aiding and abetting claims in the Delaware Court of Chancery against Siris Capital Group, LLC and its executives Frank Baker and Michael Hulslander relating to Siris’ acquisition of Xura, Inc.
- Represented J.P. Morgan Securities LLC in connection with post-closing deal litigation in the Delaware Court of Chancery stemming from BlackBerry Limited’s acquisition of Good Technology Corporation in 2015.
- On behalf of a subsidiary of Danaher Corporation, the firm successfully implemented a strategy in expedited multi-forum litigation with duelling requests for competing injunctions to force a favorable settlement requiring a holdout selling stockholder to close on an acquisition under a stock purchase agreement, prior to the contractual outside date.
- Acted for A. Schulman, Inc. in securing a favorable settlement following a seven-day trial of a breach-of-contract and fraud action involving fraudulent practices discovered after an acquisition.
- Acted for Twenty-First Century Fox, Inc. and its board of directors in successfully resolving four securities class action lawsuits filed in the United States District Court for the District of Delaware and the United States District Court for the Southern District of New York challenging the proposed acquisition of Twenty-First Century Fox, Inc. by the Walt Disney Company for $71.3bn.
Wachtell, Lipton, Rosen & Katz in New York is undoubted among the leading firms in M&A litigation, with market sources noting that is has a long history in this area and is frequently involved in the most complex cases. Working closely with its highly-rated transactional M&A practice, which counts many Fortune 500 companies among its clients, the firm's litigators are involved in numerous cases arising from public company deals. Known for trendsetting cases in takeover, transactional and corporate governance litigation, notably Corwin v. KKR Financial which introduced a game‐changing stockholder merger ratification defense, the firm has led the charge against appraisal arbitrage litigation. The practice is led by William Savitt, who is regarded as one of the market's most skilled and experienced practitioners, and Jonathan Moses. Theodore Mirvis, Marc Wolinsky and emerging talent Ryan McLeod are also recommended.
‘The firm has been in this business for a very long time and in complex cases. It is able to put a case together quickly.’
‘The firm has a strong corporate M&A team, which works closely with litigation partners during the transaction negotiation phase.‘
‘It is a respected operation and is one of the firms that is seen the most in this area of litigation.‘
‘Ryan McLeod may be the best lawyer on your list.‘
Bank of America
Cardinal Health, Inc.
Goldman, Sachs & Co.
JPMorgan Chase Bank
PNC Financial Services Group
- Provide legal advice to Cigna regarding Anthem’s efforts to retrade on terms of the parties’ 2015 merger agreement; in mid‐2016, DOJ sued to block the merger and in early 2017 the DC District Court issued a permanent injunction, which was later affirmed by the DC Circuit.
- Handled an international arbitration claim against client Itaú CorpBanca for breaching a share purchase agreement with Florida‐based minority shareholder Helm, depriving it of millions of dollars.
- Representing private equity firm Kainos Capital in lawsuit filed against it by co‐founder and partner. in which the plaintiff sued in the Delaware Court of Chancery for fraud, breach of fiduciary duty, and related claims.
- Handled a contract dispute in the Court of Chancery between client Cigna Corporation and Anthem, Inc. over damages and a reverse termination fee in connection with the parties’ failure to consummate their 2015 merger agreement.
- Handled an action for CBS Corporateion that sought to confirm validity of board’s declaration of a dividend of Class A voting stock to both Class A and Class B stockholders that would have resulted in the dilution of the controlling stockholder’s voting stake.
'They are among the best of the best', says a client of Weil, Gotshal & Manges LLP in New York, which has a strong bench and a broad palette of work. It has a team of 70 lawyers dedicated to securities and M&A litigation and the practice benefits from the firm's strong transactional M&A team, with which litigators work closely during the negotiation of deals to prepare for and minimise the risk of litigation. Active in the Delaware courts, where one client notes the partners are 'at the top of their game', they are also successful in matters in other jurisdictions, including a recent multibillion-dollar breach of fiduciary duty dispute in New York federal court. Joseph Allerhand and John Neuwirth are co-heads of the securities litigation practice, under the remit of which M&A-related cases fall. Outstanding practitioners in their own right, they can also call on the talents of 'superstar' Joshua Amsel, veterans Jonathan Polkes and Greg Danilow, and 'awesome' up-and-coming partner Evert Christensen.
‘This is one of the few firms outside Delaware that are repeat players in that market because they are at the top of their game. The firm has fantastic litigators who are respected by the courts. They are among the best of the best.‘
‘We see them in a lot of on-going matters right now and they are highly knowledgeable substantively. Josh Amsel is a superstar.’
Campbell Soup Proprietary
Willis Towers Watson Proprietary
Morgan Stanley Proprietary
Walgreens Boots Alliance Proprietary
Kinder Morgan Proprietary
Archstone Smith Proprietary
Brookfield Asset Management Proprietary
BTG Pactual Proprietary
American Securities Proprietary
Jefferies Financial Group Proprietary Yes
J.C. Flowers Proprietary
Fidelity National Financial
Cleary Gottlieb Steen & Hamilton
Cleary Gottlieb Steen & Hamilton frequently handles matters in Delaware Chancery Court, as well as state and federal courts around the US, and it has a team of versatile litigators who handle federal securities litigation, M&A matters and other corporate governance disputes. The practice is based in New York and is led by Roger Cooper following Meredith Kotler's move to Freshfields Bruckhaus Deringer LLP. Cooper, who handles a range of complex civil litigation including M&A and corporate governance matters, calls on the trial experience of Victor Hou, whose work also encompasses white-collar, government enforcement and general commercial litigation. Hou was recently involved in a high-profile matter for NAI involving an attempt by CBS to dilute its voting control. Up-and coming partner Rahul Mukhi, a former federal prosecutor, is increasingly involved in deal-related litigation. Rising star senior associate Mark McDonald, who was involved in a high-stakes case for Google, is one to watch.
National Amusements, Inc. and NAI Entertainment Holdings LLC, and Shari and Sumner Redstone
International Flavors & Fragrances Inc.
Genting Malaysia Berhad and Kien Huat Realty III Limited
Temasek Life Sciences Private Limited
- Achieved a significant victory for NAI, Shari Redstone, and Sumner Redstone in their blockbuster Delaware Court of Chancery litigation against CBS Corporation and its then-CEO Les Moonves – defeating CBS’s extraordinary attempt to dilute NAI’s voting control of CBS by issuing a dilutive dividend in a highly contested fight, widely covered by the media.
- Representing International Flavors & Fragrances Inc. (“IFF”) and two of its officers in a putative securities class action brought in the United States District Court for the Southern District of New York alleging that the defendants made material misstatements and omissions concerning IFF’s acquisition of Frutarom Industries Ltd.
- Representing Temasek, a Singaporean investment company, in a shareholder class action brought in the Southern District of New York, alleging that the defendants made material misstatements and omissions in connection with WuXi Pharmatech (Cayman) Inc.’s go-private transaction in 2015.
- Representing defendants Genting Malaysia and Empire Resorts in connection with the acquisition of Empire by Genting and Kien Huat (the 86% shareholder of Empire).
- Represented Whirlpool in litigation against Nidec Corporation, seeking to enforce a provision (commonly known as a “hell or high water” provision) in a share purchase agreement requiring Nidec to take “any and all actions necessary” to obtain antitrust approvals in connection with its $1bn purchase of a Whirlpool business unit.
Davis Polk & Wardwell LLP
Davis Polk & Wardwell LLP has a highly respected national practice that advises on pre- and post-closing challenges to mergers and acquisitions. It frequently defends buyers, sellers, financial advisers and accounting firms against claims concerning post-closing adjustments, indemnities, breaches of contract, fraud and misrepresentation. It has recently secured the dismissal of multiple merger-related securities actions and obtained the dismissal of all claims against the underwriters of Frontier’s stock offerings following its acquisition of certain operations from Verizon. Lawrence Portnoy and Edmund Polubinski III in New York and Neal Potischman are the standout litigators.
Other key lawyers:
‘Lawrence Portnoy is very well-known and very talented.‘
‘The firm is highly sophisticated and does good work in M&A litigation.’
Fried, Frank, Harris, Shriver & Jacobson LLP has a long history of representing companies, financial institutions, special committees, special litigation committees, and officers and directors in challenging corporate action cases filed in state and federal courts throughout the country. Particularly experienced in disputed merger transactions and takeover contests, its work closely with the firm's transactional attorneys to help structure deals with their understanding of the nuances of key jurisdictions, notably the Delaware Court of Chancery. Head of litigation James Wareham in Washington DC leads a practice that has an outstanding practitioner in New York-based Scott Luftglass, who handles litigation arising from corporate transactions, corporate governance, and securities matters. His recent work has seen him act for acquisitive funds such as Apollo Global Management, as well as large corporate such as Sinclair Broadcast Group and board members of Xerox Corporation. Versatile litigator Peter Simmons in New York is also recommended.
Other key lawyers:
Sinclair Broadcast Group
Apollo Global Management
Four members of the Board of Directors of Xerox Corporation
Seritage Growth Properties
Board of Directors of Bob Evans Farms
Bank of America
Morgans Hotel Group
- Representing Sinclair Broadcast Group, Inc. in connection with Delaware Chancery Court litigation between Sinclair and Tribune Media Company following Tribune’s termination of a proposed merger between the parties.
- Representing Sinclair Broadcast Group, Inc., a leading national television broadcasting company, and several of its executives, in connection with a federal securities class action filed in the US District Court for the District of Maryland in the wake of the termination of a nearly US$4bn pending merger between Sinclair and Tribune Media Company.
- Achieved a victory for Apollo Global Management in the Delaware Court of Chancery when the court declined to preliminarily enjoin a vote on a proposed sale of Presidio, Inc., a company of which Apollo owned about 45%.
- Representing four members of the Board of Directors of Xerox Corporation in connection with litigation in New York County Supreme Court challenging the Xerox Board’s decision to approve a proposed merger with Fujifilm.
- Representing Seritage Growth Properties in a litigation related to Sears Holding Corporation’s filing of voluntary petitions for relief under chapter 11 of the Bankruptcy Code in October 2018.
Gibson, Dunn & Crutcher LLP
The securities litigation practice at Gibson, Dunn & Crutcher LLP, which handles both securities fraud and M&A-related cases, has a deep bench of litigators both in California and New York. The M&A practice, which includes takeover defense, acts for companies and their directors and officers, as well as for funds and other investors, in a wide variety of matters ranging from Section 14 proxy challenge cases in many US jurisdictions to complex and high-value breach of fiduciary cases in Delaware. One of the firm's core strengths is its trial capability, with its key partners frequently trying deal-related cases effectively. Brian Lutz, who is based primarily in San Francisco, Monica Loseman in Denver and Robert Serio in New York lead the practice. Lutz, who has successfully defended numerous hostile takeover cases, and Young, who has a strong track record in class actions and shareholder derivative suits, are the partners most focused on deal-related litigation.
- Successfully represented seven former directors of Diamond Resorts International in putative class action lawsuits filed in the Delaware Court of Chancery and the US District Court for the Southern District of Nevada arising from the sale of Diamond Resorts to Apollo Global Management LLC.
- Represent the former directors of Newport Corporation in a shareholder lawsuit filed in Nevada state court arising out of the $900m sale of Newport to MKS Instruments, in which plaintiffs allege breaches of fiduciary duty.
- Represents fund manager Elliott Management and certain affiliated companies in shareholder litigation arising out of Elliott’s acquisition of Gigamon Inc., which included an appraisal action that was settled on favorable terms.
- Advising Barnes & Noble Education, Inc. in connection with its rejection of unsolicited proposals from Bay Finance, LLC., which includes M&A, corporate governance and litigation matters.
- Representing the former members of the Special Committee of the Board of Directors of Alon USA Energy, an independent refiner and marketer of petroleum products headquartered in Dallas, Texas, in litigation arising out Delek US Holdings’ acquisition of the remaining 53% of Alon shares of common stock it did not already own, in an all-stock transaction valued at approximately $675m.
Morris, Nichols, Arsht & Tunnell LLP in Wilmington is a specialist Delaware firm that frequently acts as local counsel for leading national M&A litigation practices in high-stakes matters. The firm, which has argued many of the landmark cases that established the principles of Delaware corporate law and defined the fiduciary duties that govern boards of directors of many US corporations, often plays a co-lead role in trials. The practice led by Megan Ward Cascio and Kevin Coen represents corporations, directors, substantial shareholders, partnerships, limited and general partners, and limited liability companies in lawsuits challenging M&A and financing transactions, takeover battles and proxy contests, as well as class and derivative actions asserting breaches of fiduciary duty. William Lafferty is one of the most highly respected lawyers in Delaware with one partner at a national firm remarking 'he is my lawyer of choice and I can’t say enough good things about him'. 'Senior statesman' Kenneth Nachbar is 'at the top of the game' at a firm with a deep bench of partners including Mark Hurd, John DiTomo, Judson Scaggs and Susan Wood Waesco.
Other key lawyers:
‘Morris Nichols has an excellent litigation dispute resolution practice. We are co-counsel in a very complex morass of multiple cases and, at every turn, they have delivered efficient and excellent client service. I trust their handling of every issue, and I refer cases to them whenever asked. They are the best.‘
‘Ken Nachbar is a senior statesman at the top of the game.‘
‘Susan Wood Waesco is outstanding. She is responsive and has excellent judgment and an ability to cut through complex issues and highlight the key facts or issues in an efficient manner. I rely heavily on her for advice and guidance at every phase of a case, and she always comes through with flying colors.‘
‘The attorneys with whom I have worked at Morris, Nichols Arsht & Tunnell have extensive knowledge and expertise in and with Delaware statutes and case law. In a jurisdiction such as Delaware, where in-depth knowledge of applicable case law is extraordinarily important, this firm is capable of delivering results. They are adept at understanding and approaching cases, briefs and oral arguments in the manner that best suits the assigned judge’s style and preferences.‘
‘The attorneys with whom I have worked are all knowledgeable, responsive and collaborative with me in my role as in-house counsel. I had a representative of a co-defendant tell me that his company would have hired David Teklits in the case if I hadn’t already hired him. The firm has a great reputation and the attorneys are respected for the results they obtain in representing companies against shareholder litigation in Delaware.‘
‘It is my Delaware firm of choice and it handles so many trials.’
‘Bill Lafferty is my lawyer of choice and I can’t say enough good things about him.’
‘David Teklits and McKinley Measley are excellent attorneys, top-notch in Delaware. They have excellent knowledge of Delaware law, as well as excellent diligence and responsiveness.‘
- In re Anthem-Cigna Merger Litigation saw the firm act for Anthem, Inc. in obtain ing a temporary restraining order to prevent Cigna from terminating a merger agreement, and work closely with co-counsel in months leading up to preliminary injunction hearing.
- In Richard Forman v. CentrifyHealth, Inc. d/b/a CentriHealth, et al., the firm acted for CentrifyHealth, Inc. in a case brought by a former director who alleged that he was wrongfully deprived of merger consideration for certain equity and options he allegedly owned at the time the company merged with UnitedHealth Group Inc.
- Represented CFX Holdings, Inc. and Cliff Wright in Chyronhego Corp. v. Cliff Wight & CFX Holdings, Inc., a case concerning fraud claims based on “extra-contractual” representation.
- Serving as Delaware counsel to Channel Medsystems, Inc. in a merger dispute that arose from a November 2017 agreement where Boston Scientific would purchase the remaining 80% stake of Channel.
- Acted for Citgo Petroleum Corporation and certain affiliates and board nominees in Jimenez v. Palacios, in which nominees of Venezuela’s Maduro government brought a suit claiming that they controlled the parent company of CITGO Petroleum and related entities.
Richards, Layton & Finger, P.A.
Richards, Layton & Finger, P.A. in Wilmington is regarded as one of the premier Delaware law firms. One client remarks that 'the team has a unique command of Delaware corporate law, and trial lawyers who know the judges and have significant trial experience'. Defense counsel remarks that 'their experience in dealing with complex M&A-related disputes is unmatched in the market'. Corporate practice chair Srinivas Raju and vice-chair Catherine Dearlove lead a team of 13 partners who handle corporate litigation. Among them are Gregory Williams, who is regarded as one of the leaders of the Delaware litigation bar; Rudolf Koch who handles stockholder class actions, derivative lawsuits, contested mergers and acquisitions, and appraisal cases; Richard Rollo, of whom a leading defence lawyer remarks 'he is one of the best trial lawyers with whom I have worked'; and 'very smart' up-and-coming partner Blake Rohrbacher. Greg Varallo moved to the new Delaware office of plaintiff firm Bernstein Litowitz Berger & Grossmann LLP.
‘The Richards Layton team has a unique command of Delaware corporate law, and trial lawyers who know the judges and have significant trial experience before the Delaware bench in both Superior and Chancery Courts. I’ve never worked with a more skilled and competent set of local counsel on a matter. Their experience in dealing with complex M&A related disputes is unmatched in the market.‘
‘Richard Rollo is one of the best trial lawyers with whom I have worked — period. His command of the factual record and legal issues at play in the case was remarkable, and his oral argument and case presentation skills are top-notch. I have worked with a great deal of litigators in Delaware, and he is the best. Going forward, when I have a need for local or co-counsel in Delaware, Rich will be the only lawyer I recommend to my clients.‘
‘The firm is highly respected. It is the best firm in Delaware and the oldest – the gold standard.‘
‘Rudy Koch is fantastic – a younger partner who does a ton of work and is known by the courts as a real litigator who knows his Delaware law. He is a superstar.‘
‘Blake Rohrbacher is a very smart lawyer.‘
‘Srini Raju is an alternative entity guy with tremendous gravitas, knowledge and great presence.‘
- In re Dell Technologies Inc. Class V Stockholders Litigation is the latest of a string of Delaware litigations involving Dell, and it involves Dell’s acquisition of shares of a “tracking stock” designed to track the performance of the common stock of a Dell affiliate—VMWare.
- Acting as lead litigation counsel for Papa John’s International, defending against a demand for inspection of documents brought by founder and director John Schnatter, as well as related fiduciary litigation.
- In Blueblade Capital Opportunities LLC v. Norcraft Companies, Inc., the firm represented Norcraft Companies in an action brought by former stockholders seeking appraisal of their shares in connection with Norcraft’s acquisition by Fortune Brands.
- Representing Fox Corporation and individual defendants, including Rupert and Lachlan Murdoch, in a purported class action challenging $82.4m in compensation purportedly relating to The Walt Disney Company’s $71.3bn acquisition of 21st Century Fox.
- In re Appraisal of Jarden Corporation, Consol. was an appraisal action in which the court issued a post-trial ruling that the best indicator of value was the target company’s unaffected market price, resulting in an appraisal award significantly below the deal price.
The litigators at Ropes & Gray LLP have long been involved in high-profile and heavily publicized shareholder and corporate disputes and continue to represent a large roster of private equity, venture capital and financial institution clients in deal-related litigation. They work closely with the transactional M&A team to help mitigate or avoid the risk of litigation, though its record in defending lawsuits is also impressive. The firm frequently acts for buyers, sellers, companies, officers, directors and special committees cases arising from friendly and hostile takeovers, alleged breaches of fiduciary duties and responsibilities, and complex going-private transactions. David Hennes in New York and Peter Welsh in Boston lead the corporate and securities litigation group within the firm's litigation and enforcement practice. Boston-based senior counsel John Donovan is among the firm's other experienced practitioners.
Other key lawyers:
Akebia Therapeutics, Inc.
Keryx Biopharmaceuticals, Inc.
Oxbow Carbon & Minerals Holdings, Inc.
Ingraham Investments LLC
Oxbow Carbon Investment Company
Holiday Acquisition Holdings LLC
LPL Financial Holdings, Inc.
The Goldman Sachs Group, Inc.
Elliott Management Corporation
Deutsche Bank Securities, Inc.
Geoffrey Cox, Robert Forrester, and Bob Oliver (Former Independent
Directors of Immunomedics, Inc.)
Auris Surgical Robotics, Inc.
- Acting as lead defense counsel in multiple litigations arising from the $1.3bn merger, by which Akebia Therapeutics, Inc. acquired Keryx Biopharmaceuticals, Inc.
- After two and a half years of bitter litigation, the firm secured a major victory in the Delaware Supreme Court on behalf of prominent industrialist William I. Koch, founder and CEO of Oxbow Carbon LLC when the court unanimously reversed a post-trial decision of the Delaware Court of Chancery that permitted certain minority investors in Oxbow to force a contractual “Exit Sale” of the company under its LLC Agreement.
- Representing TPG in federal securities and derivative litigation related to TPG’s former investment in Zimmer Biomet Holdings, a large medical device manufacturing company headquartered in Indiana.
- Following the sale of approximately $640m of the company’s assets, the firm defended Holiday Acquisition Holdings LLC against derivative claims asserting that Holiday aided and abetted alleged breaches of fiduciary duty by the directors of the purchaser, New Senior Investment Group, Inc.
- Secured a victory for Goldman Sachs, in which the Kansas Court of Appeals recently affirmed the complete dismissal of a shareholder class action suit filed against The Goldman Sachs Group, Inc. in connection with the $1.4bn acquisition of CEC Entertainment, Inc. – the parent of Chuck-E-Cheese – by an affiliate of Apollo Global Management.
Ross Aronstam & Moritz LLP
Ross Aronstam & Moritz LLP in Wilmington is a specialist firm that focuses on proceedings before the Court of Chancery of the State of Delaware. Its recent work for Facebook, Cigna and Tesla in deal-related litigation show the calibre of its work, as does its frequent work as co-counsel with leading law firms such as Wachtell, Lipton, Rosen & Katz and Cravath, Swaine & Moore LLP. The firm's three name partners David Ross, Bradley Aronstam and Garrett Moritz, who have all spent a significant part of their careers at well-known US law firms outside of Delaware, are frequent collaborators with prominent national firms, though they are also capable of independently handling substantial, complex matters without co-counsel. More than half of the firm's lawyers have been clerks in Delaware courts, so the firm has a deep understanding of the courts and their procedure.
Directors of Tesla, Inc.
Facebook, Inc. and its directors
Venator Materials PLC
NorthStar Group Holdings, LLC and LVI Parent Corp.
Special Committee of Sanderson Farms Directors
Directors of Towers Watson & Co.
Adam Goldenberg and Abraham Eisenstat
Certain Directors of Expedia Group Inc.
- Represented Cigna in litigation arising from the termination of its $54bn merger agreement with Anthem after the merger was enjoined by a federal district court based on anti-trust issues.
- Represented Tesla’s directors in stockholder litigation arising from Tesla’s acquisition of SolarCity in a stock-for-stock transaction that valued SolarCity at approximately $2.6bn to $2.8bn.
- Represented Facebook and its officers and directors in various actions, including fiduciary duty litigation relating to Cambridge Analytica, as well as multiple stockholder actions seeking access to the company’s books and records.
- Sole counsel for Venator Materials PLC in busted deal litigation seeking $75m in damages and defunding a $400m counterclaim.
- Sole counsel to counterclaim defendant NorthStar Group Holdings, LLC and related corporate parent and LVI Parent Corp. in protracted fiduciary duty and fraud action involving NorthStar’s two former owners.
Shearman & Sterling LLP's litigation practice has a broad range of experience in securities, criminal law enforcement, antitrust, commercial disputes, intellectual property and arbitration. As part of this practice, M&A litigation is a prime focus, and the firm has regularly represented parties in major deal-related trials in state and federal courts. Litigators work closely with transactional lawyers in structuring deals in order to be ready for any resulting litigation, with significant trial experience should matters proceed that far. Whether it is in contested mergers, hostile takeovers, proxy contests, appraisal cases, shareholder class actions, derivative actions or de-merger conflicts, the firm frequently acts for both global financial institutions and large corporations. Global managing partner Adam Hakki and Richard Schwed in New York and Patrick Robbins in San Francisco are the lead litigators. Also recommended in New York are veteran partner Alan Goudiss, Paula Anderson and up-and-coming partner Mallory Brennan.
Other key lawyers:
CVS Health Corporation
Capital Square Partners
Advanced Disposal Services
EnCap Flatrock Midstream
Fund II, L.P.
Bank of America Merrill
Orbital ATK Inc
- Advised CVS on its $69bn acquisition of Aetna, which included representing CVS Health Corporation and its individual directors in connection with an action to enjoin the scheduled closing vote to approve the transaction on the basis that, among other things, the proxy statement was misleading and the CVS directors breached their fiduciary duty to the Company’s shareholders.
- Representing a former CEO and director of Providence Service Corporation, Warren Rustand, as a defendant in shareholder derivative and class litigation in the Delaware Court of Chancery, in which plaintiffs allege that they violated their fiduciary duties to the company and the shareholders in approving a financing transaction with a significant shareholder to consummate a pending acquisition.
- Represented Dassault Systèmes in its acquisition of Exa Corporation, following which stockholders of Exa challenged the adequacy of disclosures made in connection with the transaction and naming Dassault as a control person defendant under federal law.
- Represented Altice USA and Altice NV in a matter before the Delaware Court of Chancery in connection with the 2015 merger between Altice and Cablevision.
- Represented biliotheca in the Superior Court of Delaware in conjunction with their merger and litigation over transition fees with 3M.
Sullivan & Cromwell LLP
Sullivan & Cromwell LLP has been involved in M&A litigation since the 1970s and frequently appears in high-stakes matters in the Delaware Chancery and Supreme courts. It has a strong track record in hostile takeover litigation and shareholder class and derivative actions, and it has defended special committees in M&A-related cases involving antitrust, insider trading, and disclosure issues. Brian Frawley and John Hardiman in New York and head of the Los Angeles office Robert Sacks are the key partners.
Complex M&A litigation is a key focus for the business litigation practice at Willkie Farr & Gallagher LLP, which acts for companies, controlling shareholders, boards of directors, special committees and financial advisors in a range diverse array of cases, including Delaware activism and takeover litigation, going private transactions and disputes arising out of alleged conflicts of directors or financial advisors. This work encompasses both domestic and cross-border matters, and the firm's network of offices across the US, which now includes a second office in San Francisco, gives it a presence in many jurisdiction besides Delaware. Nevertheless, it also handles key matters in the Delaware Court of Chancery, including a recent high-profile trial that tested whether the issue of whether the courts would enforce strict deadlines in merger agreements between sophisticated parties. Chair of the litigation department Tariq Mundiya and vice-chair of securities litigation Todd Cosenza both appear regularly in Delaware Chancery Court. Key partner Sameer Advani is also recommended. All are based in New York.
Ruane, Cunniff & Goldfarb
Special Committee of AmTrust Financial Services
VCI Enterprises, Inc.
Independent Directors of Tonopah Solar Energy
GoldenTree Asset Management LP
- Representing Xerox in a breach of contract action instituted by Fujifilm Holdings Corporation in the United States District Court for the Southern District of New York, arising from a proposed transaction, pursuant to which Fuji sought to acquire a majority ownership position in Xerox.
- Obtained the dismissal of a derivative action against Ruane, Cunniff & Goldfarb, a money manager best known for its management of the iconic Sequoia Fund, which was seeded by Warren Buffett and his investors in the 1950s, related to Ruane’s role in Sequoia’s loss of over $2bn caused by Sequoia’s investment in Valeant Pharmaceuticals.
- Represented Vintage Capital in a suit for enforcement of a merger agreement between Vintage and Rent-A-Center following a trial in the Delaware Court of Chancery.
- Representing defendants Vintage Capital Management, LLC and affiliated directors in a stockholder class action and derivative suit alleging breach of fiduciary duty and unjust enrichment arising from multiple corporate transactions involving Franchise Group, Inc., formerly known as Liberty Tax, Inc.
- Representing the special committee of AmTrust Financial Services Inc. in shareholder litigation arising out of a $3bn insurance company going-private transaction.
Baker Botts L.L.P. has its roots in the energy and technology sectors, which remain highly active for M&A transactions and related litigation, but is expanding its reach in terms of both sectors and geography. The firm is well-known in Texas, but it is also seeing its litigation work grow in New York and California. In part, this is due to its role in many Section 14a cases challenging proxy solicitation. It frequently defends clients in other challenges to large M&A transactions, in cases brought in Delaware, Texas and other jurisdictions, as well as representing companies and their directors in shareholder suits arising from corporate governance issues. 'Highly intelligent, articulate and persuasive' Danny David and emerging talent Amy Pharr Hefley in Houston, who jointly lead the securities and shareholder litigation group, are examples of the firm's young partners with significant seniority in the practice. Veteran partner David Sterling is also recommended.
Other key lawyers:
‘The leadership of Danny David stands out. He is highly intelligent, articulate and persuasive. He has remained fully committed to a case that is more than seven years old. Danny is the consummate professional and is in command of both the law and the facts at all times.‘
‘The practice works well with transactional lawyers and proactively identifies issues and provides practical solutions.‘
‘Richard Harper, Vernon Cassin and David Sterling are also strong practitioners.‘
8POINT3 ENERGY PARTNERS LP
HINES GLOBAL REIT INC.
DIRECTORS AND OFFICERS OF IDEV TECHNOLOGIES, INC.
LIBERTY EXPEDIA HOLDINGS INC.
LIBERTY MEDIA CORPORATION
NEW YORK REIT, INC. EVALUATION COMMITTEE
QC HOLDINGS, INC.
SUNCOKE ENERGY PARTNERS
WESTAR ENERGY, INC.
WILLBROS GROUP, INC.
- Represented Vectren Corporation in five putative class actions and two individual lawsuits filed in the Southern District of Indiana in July 2018 following the announcement of Vectren’s proposed acquisition by CenterPoint Energy, Inc.
- Represented Westar Energy, Inc. and its Board of Directors in class and derivative lawsuits filed by shareholders under the federal securities laws and state fiduciary duty laws alleging that the decision to sell Westar to Great Plains Energy Inc. constituted a breach of fiduciary duty, in a matter that is testing the paradigm for M&A litigation outside of Delaware and post-Trulia.
- Represented former directors and officers of IDEV Technologies, Inc. in litigation arising from the company’s USD $310m sale to Abbott Laboratories, with successful outcomes in Delaware and Texas Supreme Courts.
- Represented SunCoke Energy Partners in the SunCoke Energy acquisition, which triggered numerous shareholder suits from both sides of the transaction in multiple federal and state venues.
- Represented 8Point3 Energy Partners LP in successfully resolving four putative class actions and one individual lawsuit challenging the proposed merger between 8Point3 and various affiliates of Capital Dynamics, Inc.
Dechert LLP is frequently called upon by large corporations and financial institutions to handle merger-related cases in both federal and state courts throughout the US, including the Delaware Court of Chancery, as well as SEC and stock exchange inquiries and investigations arising out of M&A transactions. It acts for acquirers, sellers, bidders, corporate officers and directors, special board committees, investment banks, venture capitalists, individual investors, private equity firms, hedge funds and other stakeholders. David Kistenbroker, who works in the Chicago and New York offices, and New York-based David Kelley lead the trials, investigations and securities practice, which is responsible for deal-related litigation. Joni Jacobsen and emerging talent Angela Liu in Chicago, as well as up-and-coming partner Joshua Hess in New York, are also recommended.
Qihoo 360 Technology
Sierra Income Corporation
Talmer Bancorp, Inc.
Swisher Hygiene Inc.
Former CFO Greg Rush of Syneos Health
Bravo Brio Restaurant Group
Turtle Beach Corporation/VTB Holdings, Inc./Stripes Group
- Represented the Nederlander Organization, a leading theater operator, in connection with breach of fiduciary duty litigation in Delaware Chancery Court arising from a joint venture to run Broadway theaters in San Francisco between a Nederlander affiliate and a leading local real estate family.
- Represented Sierra Income Corporation in New York and Delaware litigation challenging mergers that would have combined Medley Capital Corp., Sierra Income Corp. and Medley Management Inc.
- Representing Talmer Bancorp, Inc and its board of directors in multiple actions pending in state and federal court arising out of the transaction between Talmer and Chemical Financial Corporation.
- Representing board of directors of Swisher Hygiene Inc. in shareholder derivative and class actions filed in Illinois state court as well as in North Carolina relating to the purported breach of fiduciary duties in approving the sale of Swisher’s assets to Ecolab.
- Represented board of directors in Bravo Brio Restaurant Group, Inc. in class action complaint filed in the U.S. District Court for the Southern District of Ohio alleging violations of Sections 14(a) and 20(a) of the Exchange Act, following the announcement by Bravo Rio that it had agreed to a merger with Spice Private Equity Ltd.
Life sciences, real estate and technology are the key sectors on which Goodwin focuses, handling transactional work and consequent litigation for large corporates. It acts for buyers and sellers of life sciences, pharmaceutical, and healthcare-related businesses, drawing on specialist sector expertise in biotechnology, pharmaceuticals, medical devices, medical technology, diagnostics, healthcare IT and healthcare services. It also acts in matters arising from the sale and merger of real estate investment trusts. The firm has been active in federal courts around the country with proxy contest cases under Section 14a, as well as handling post-closure cases in the Delaware courts. The 'stellar' Deborah Birnbach in Boston leads the M&A litigation practice. Partner Michael Jones, who works between the Boston and Silicon Valley offices, is a growing talent in white-collar and business litigation who frequently acts in shareholder derivative suits.
Other key lawyers:
‘The firm has experience, is good at pattern recognition, and is both results-oriented and responsive.‘
‘Deborah Birnbach is stellar in this area and the firm punches above its weight.‘
AMAG Pharmaceuticals, Inc.
Centerbridge Partners L.P.
Great Hill Partners
LaSalle Hotel Properties
Lionbridge Technologies (former Directors and Officers)
Medidata Solutions, Inc.
PNMAC Financial Services, Inc.
Polaris Venture Partners
Teva Pharmaceuticals, Inc.
- Representing several former directors and officers of Lionbridge Technologies, Inc., a software company specializing in language translation, in securities class action litigation related to Lionbridge’s merger with H.I.G. Capital-affiliated entities.
- Representing Precipio, Inc., a healthcare technology platform, and its former Chief Executive Officer in a securities class action merger litigation concerning public disclosures in the proxy statement of Transgenomic, Inc. describing the merger transaction.
- Representing private equity firm Great Hill Partners in a dispute concerning Great Hill’s acquisition of fintech payment processing company, BlueSnap, Inc. (f/k/a Plimus) for $115m in 2011.
- Representing Neustar, Inc. in M&A litigation related to its acquisition by Golden Gate Private Equity.
- Representing two venture capital funds managed by Polaris Venture Partners in litigation before the Supreme Court of the State of New York, New York County arising from the breach of a stock purchase agreement.
'The firm has very experienced lawyers who are fast, efficient and very smart', says a client of King & Spalding LLP. Active in the Delaware courts, the presence of litigators in offices across the US puts the firm in contention for the growing number of cases filed in other jurisdictions elsewhere in the country. Set up as a litigation powerhouse, the firm's growing transactional practice is generating more deal-related work for its commercial litigators, who handle director duties cases, appraisal litigation, disclosure claims and post-closing disputes involving privately-held companies. Based predominantly in Atlanta and led by Michael Smith and David Balser, the business disputes and securities litigation practice has 'client-focused and driven' partners such as Warren Pope and emerging talent Jon Chally.
‘The firm has very experienced lawyers who are fast and efficient, very smart and good strategists.‘
‘The firm provides flexible rate schedules for clients, personal attention to detail by all attorneys working on a case, and personal accountability from the partners. They think in a legally savvy but also business savvy way and act as professionals at all times.‘
‘Michael Smith is extremely knowledgeable and professional, he is a gentleman in that he is very smart but solicits the opinions of others.‘
‘Warren Pope is an imposing force – aggressive, very knowledgeable and professional.‘
Sally Yates is smart, approachable, candid, discreet and professional.‘
‘All partners of the partners I have met are client-focused and driven.‘
Genuine Parts Company
Chris & Maria Callas
Total System Services, Inc.
Tall Tower Capital, LLC
Bob Evans Farms, Inc.
Mueller Water Products, Inc.
S.C. Participações Limitada
Efacec Power Transformers, Inc.
- Represented Darwin Deason in a lawsuit to prevent FUJIFILM’s attempt to acquire Xerox at terms unfavourable to Xerox shareholders, and subsequently represented Xerox in a transaction with FUJIFILM that ultimately unlocked over $2.3bn in unrealized value to Xerox’s shareholders, and resulted in the dismissal, with prejudice, of FUJIFILM’s $1bn breach of contract suit against Xerox.
- Won a motion to dismiss in favor of Genuine Parts, in which the Delaware Court of Chancery held that payment of a termination fee is not the exclusive remedy for the breach of a “no solicitation” provision in connection with a terminated transition.
- Successfully represented SCANA in bet-the-company proceedings before the South Carolina Public Service Commission, ensuring the company’s ability to continue to operate as a going concern.
- Defended Total System Services, Inc. and its directors and officers in litigation arising from a merger of equals with Global Payments Inc., representing an equity value for TSYS of approximately $21.5bn.
- Representing the sellers in Delaware Chancery Court litigation arising from the sale of a chemical manufacturing company to a private equity-owned portfolio company.
Potter Anderson & Corroon LLP
Among national defense firms, Potter Anderson & Corroon LLP in Wilmington is regarded as popular choice as local counsel in Delaware. Renowned for its trial experience in the Delaware Court of Chancery, it has recently been involved in landmark cases, including acting for Fresenius in litigation arising from the termination of its proposed $4.5bn merger with Akorn. Among its standout lawyers are three former Delaware judges including Myron Steele.
Vinson & Elkins LLP climbs the ranking this year having handled major deal-related cases, most notably in the energy sector. Beyond its strong presence in that sector, which has enabled it to develop substantial experience in master limited partnerships (MLPs), its work extends to the representation of other publicly-held acquirers and targets in class and derivative actions filed in Texas, Delaware and other states. Jim Thompson in Houston and John Wander in Dallas are co-heads of the litigation department, while the heads of complex commercial litigation Craig Seebald in Washington DC and Michael Holmes in Dallas are also central to the practice. The firm is also developing its presence on the West Coast, where Michael Charlson in the San Francisco office handles matters of insider trading and other breaches of fiduciary duty.
C&J Energy Services, Inc.
Energy Transfer Equity, LP
Plains All American Pipeline, L.P.
Special Litigation Committee of Zynga, Inc.
Independent Directors of Arcturus Therapeutics Ltd.
VIVUS, Inc. and various current and former officers and directors of the Company
Teva Pharmaceutical Industries, Ltd.
Caiman II Energy, LLC and related entities and individual fiduciaries
FedNat Holding Company
ClearSign Combustion Corporation
- Acted as lead litigation counsel for Energy Transfer Equity and recently had an appellate victory in a high-stakes lawsuit concerning its proposed $38bn merger with Williams.
- In another major trial victory in connection with the ETE-Williams merger, the Delaware Court of Chancery rejected a unitholder class action lawsuit seeking to rescind ETE’s March 2016 issuance of convertible preferred units, which was designed to prevent a downgrade in ETE’s credit rating and address ETE’s liquidity needs in connection with the Williams merger.
- Advised Noble Energy Inc. on the sale of its 50% interest in Cone Gathering to CNX Resources Corp for $305m and a dispute arising out of this potential sale.
'The firm has a fabulous core group of M&A litigators who are still doing great work', says a client of Winston & Strawn LLP, adding that 'they are not only smart and hardworking but also humble, willing to listen and very attuned to what will and will not be persuasive to a court.' The firm has a strong track record in corporate governance and merger-related litigation in Delaware, as well as in post-closing disputes in state and federal courts around the country. The practice draws on the firm's prowess in securities litigation and bankruptcy proceedings, as well as its widely acknowledged capabilities as a leading trial lawyers firm, to represent corporate clients. 'Immensely talented advocate' Jim Smith in New York is chair of the securities litigation practice. Smith and other key partners such Matthew DiRisio, Los Angeles-based John Schreiber and Bill O’Neil in Chicago have broad practices that encompass securities fraud, M&A, corporate governance and shareholder derivative suits.
‘Winston has a fabulous core group of M&A Litigators who came over from Dewey. They are still doing great work at Winston. They are fabulous to work with because they are not only smart and hard working but also humble, willing to listen and very attuned to what will and will not be persuasive to a court.‘
‘Jim Smith remains an immensely talented advocate who can charm any judge. Matt DiRisio is an exemplary writer who can condense, repackage and serve up complex material in a compelling way. John Schrieber is vigorous, earnest and possesses excellent courtroom judgment. Lisa Chan is a rising star who is headed for great things.‘
Omnicare, Inc. (CVS Health Corp.)
COR Securities Holdings, LLC
Arecont Vision Holdings, LLC
Diversis Capital, LLC
True Value Company
Global Eagle Entertainment, Inc. / American Stock Transfer & Trust Company, LLC
Command Security Corporation and its Directors
Former Chief Operating Officer of Citadel Plastics Holdings, LLC
CPI Card Group, Inc. and TriCor Pacific Capital
TreeHouse Foods, Inc.
Macquarie Infrastructure Corporation (MIC)
Howard B. Schiller, former CFO of Valeant Pharmaceuticals International, Inc.
NPE Seller Rep LLC
Kevin Davis, Former CEO of Performance Sports Group
PPC Partners (f/k/a the Pritzker Group)
William Blair & Company
- The firm won a trial victory for Rent-A-Center, Inc. against Vintage Capital, which had sued to undo RAC’s termination of the parties’ $1.37bn merger agreement.
- Won an outright victory for Synaptics Incorporated, freeing the company from all obligations to pay former executives under an “earn-out” provision.
- Defending the former Chief Operating Officer of Citadel Plastics Holdings, LLC in the Delaware Court of Chancery in a case in which a public company acquiror, A. Schulman, Inc. alleged claims of fraud and breach of warranty against Citadel and its former officers.
- Representing NPE Seller Rep LLC, the seller group of National Pasteurized Eggs Inc., in a merger-related litigation regarding NPE’s $100m sale to packaged foods giant, Post Holdings, Inc.
- Representing Danfoss A/S, a Denmark-based engineering solutions company, and its affiliates in connection with competing merger objection class actions in Colorado state and federal court and federal court in against UQM, a Colorado-incorporated entity, and its directors alleging violations of Section 14(a) of the Exchange Act and breaches of fiduciary duty.
DLA Piper LLP (US) has a highly-rated transactional M&A practice, especially for mid-market public companies, giving it a growing role in deal-related litigation in that section of the market. It also has a key role in the market for real estate investment trusts (REITs) and related litigation. John Clarke in New York and James Mathias in Baltimore are the heads of the national corporate and securities litigation practice. While both are focused predominantly on securities litigation, they work on M&A-related cases in tandem with the firm's specialist team in Delaware and litigators in the firm's other US offices. Specialist Delaware litigator John Reed has 'incisive legal analysis packaged with a great instinct for litigation'. In Phoenix, Laura Sixkiller is emerging as a litigation partner with a broad portfolio that includes M&A defense work.
‘John Reed is awesome. He has incisive legal analysis packaged with a great instinct for litigation.‘
Mavenir, Inc. (f/k/a Xura, Inc.)
Manti Holdings, LLC
Quantlab Group, GP, LLC
LaSalle & individual directors
Seller and its individual directors
Puget Sound Bancorp, Inc.
Premier Commercial Bancorp
FS Bancorp., Inc.
Gramercy and Individual Directors
- Represented Mavenir, Inc. (f/k/a Xura, Inc.) in an appraisal petition was filed by Obsidian Management LLC asserting breach of fiduciary duty and aiding and abetting claims against Xura’s former CEO and Siris.
- Represented Manti Holdings, LLC in an appraisal case brought by minority-stockholder clients and appraisal petitioners with equity interests unaligned with majority Series A holders, including certain Carlyle Group and J.H. Whitney funds, having been cashed out at an unfavorable valuation pursuant to a merger crammed down by written consent without advance notice to the minority stockholders.
- Acted for the buyer in a stock-for-stock merger which valued Select Income REIT at approximately $2.6bn, which resulted in four actions being filed; the defendants agreed to make additional disclosures and the cases weredismissed as moot.
- Represented Oracle as purchaser in five complaints filed in Circuit Court for Howard Count, in which the court granted motions to dismiss.
- Defended a regional bank, Puget Sound Bancorp, Inc., and its directors against a putative class action alleging breach of the defendants’ fiduciaries duties in Washington state court.
Morgan, Lewis & Bockius LLP joins the ranking this year having been involved in high-value and high-stakes M&A disputes for large corporates and financial institutions including Merck, Edison Energy and Jefferies. The firm has played a role in post-acquisition disputes that have had an impact on the M&A landscape, such as a case for Aruba Networks that has influenced how the courts decide fair value for valuations. The practice has a deep bench of lawyers with a broad geographic footprint that includes offices on the East Coast, from which the firm handles many cases in the Delaware Court of Chancery. Michael Blanchard in Boston, Troy Brown and Marc Sonnenfeld in Philadelphia, and Susan DiCicco and Brian Herman in New York are the lead partners in the practice.
Edison Energy/Altenex LLC
Zimmer Biomet Holdings, Inc.
Spark Energy, Inc. (Spark), and National Gas & Electric, LLC
- Represented Aruba in an appraisal commenced by hedge funds that engage in appraisal arbitrage.
- Defending Hewlett Packard Enterprise Co. (HPE) and three of its officers named as defendants in three putative class actions filed in state and federal courts alleging violations of the federal securities laws, arising from the spin-off of HPE’s enterprise services business segment and subsequent merger with CSC.
- Successfully represented Merck in convincing the New Jersey Supreme Court to deny shareholder’s document requests relating to Merck’s investigation of a $9.5bn acquisition.
- Representing Jefferies LLC in Chester County Employees’ Retirement Fund v. KCG Holdings, Inc., et al., a class action pending in Delaware Chancery Court arising from the sale of KCG to Virtu for $1.4bn.
- Represented Medacta and one of its new distributors in an American Arbitration Association proceeding and in a lawsuit pending in Tennessee state court, arising from a claim by a competitor, MicroPort Orthopedics, that Medacta’s new distributor breached an asset purchase agreement by which it had agreed to be sold to MicroPort.
Paul Hastings LLP has significant litigation capability in both New York and California, as well as in other key centres such as Houston and Chicago. It frequently acts for leading financial institutions, including large investment banks, in deal-related litigation. Chair of the securities litigation practice Peter Stone in Palo Alto, Samuel Cooper in Houston and Kevin Broughel in New York are among the firm's notable practitioners.
Schulte Roth & Zabel LLP joins the ranking this year partly on the strength of the work done by Michael Swartz in New York, who along with Peter White in Washington DC leads the firm's litigation group. The firm is a key adviser to the financial services industry on corporate and transactional matters, as well as providing counsel on regulatory, compliance, enforcement and investigative issues. Swartz handles a growing number of complex corporate disputes arising out of failed or contested mergers and acquisitions and joint ventures, and the firm has a well-established shareholder activism practice that also sees it involved in contentious matters.
Trian Fund Management
Advisor (now Avoro Capital Advisors)
Marlin Equity Partners
- Advised Veritas Capital in multiple class actions arising from proposed acquisitions, including three filed by athenahealth shareholders after the transaction was announced alleging, among other issues, that the athenahealth take-private was based on misleading and inadequate financial analyses and overlooked potential conflicts of interest.
- Advised Trian Fund Management on its historic proxy contest at Procter & Gamble.
- Achieved a series of unprecedented litigation victories for venBio Select Advisor (now, Avoro Capital Advisors) in its proxy contest for majority control of the Board of Directors at Immunomedics, a clinical-stage biopharmaceutical company.
- Advised Marlin Equity Partners on a securities lawsuit in Delaware, after shareholders of target company Tangoe brought a lawsuit against the company and its directors for breaches of fiduciary duty in the course of the “take private” transaction.
- Advised Veritas Capital, a private equity firm with $8.8bn in AUM, on its take-private acquisition of Cambium Learning Group, a leading educational solutions and services company providing breakthrough technology solutions for students and teachers, following which a stockholder sought to halt the sale, saying in a proposed class action filed in Texas federal court that the proposed $685.2m deal was not in the best interests of minority shareholders.
Sidley Austin LLP
The litigation practice at Sidley Austin LLP work closely with the firm's M&A, corporate governance and private equity practices to address contentious issues before and when they arise. The firm has a deep bench of partners handling deal-related litigation, amongst whom are co-heads of the securities and shareholder litigation practice Jim Ducayet and Hille Sheppard in Chicago, and Andrew Stern in New York.
Young Conaway Stargatt & Taylor, LLP
Young Conaway Stargatt & Taylor, LLP in Wilmington is a specialist Delaware firm with a track record that stretches back more than 50 years. It frequently partners with leading national defense firms as local counsel on high-value matters. Rolin Bissell, who has more than 30 years' experience in Delaware corporate litigation, and veteran partner David McBride, who represents both defendants and plaintiffs in commercial litigation, are among the firm's the key practitioners.