Cravath, Swaine & Moore LLP in New York is recommended by clients for its 'breadth and depth of knowledge, and excellent strategic judgement'. The firm is a prominent player in individual, class action and derivative litigation in state and federal courts arising from M&A deals, tender offers, proxy fights, leveraged buy-outs and broken deals. Veteran litigator Robert Baron led in the groundbreaking In re Akorn, Inc. Data Integrity Securities Litigation, challenging Fresenius’s termination of a $4.3bn merger agreement with Akorn. Gary Bornstein is 'incredibly bright, impressive, personable and unflappable', according to one market source, who attests that the firm's litigators are all ‘superb at whatever they do’. He represented Avon Products in a putative securities class action arising from Avon's merger with Natura Cosméticos, which closed in January 2020. Also recommended in the team are Kevin Orsini, who is defending Mylan in matters concerning its $50bn cross-border combination with Upjohn, and up-and-coming partner Rory Leraris, who is defending Buckeye Partners in cases filed following its $10.3bn merger with IFM.
M&A litigation: defense in United States
Other key lawyers:
Robert Baron; Gary Bornstein; Kevin Orsini; Rory Leraris
‘The firm shows breadth and depth of knowledge, and excellent strategic judgement. It is a pleasure to work with.’
‘Gary Bornstein is incredibly bright, impressive, personable and great on his feet. He instils confidence in senior management and is unflappable.’
AngloGold Ashanti Limited
Credit Suisse Securities (USA)
Tesla Board of Directors
Independent Directors of Viacom
The Williams Companies
- Won a significant trial decision for Occidental Petroleum Corporation in November 2019, which clarified the scope of Delaware Section 220 authority in cases where books and records demands are made in furtherance of stockholder proxy disputes.
- Won a significant trial decision for Reynolds American Inc. in North Carolina state court in the first judicial appraisal case of a public company to be tried in North Carolina—avoiding a potential judgment of nearly $400m.
- Representing members of the special transaction committee of Viacom, Inc.’s board of directors in consolidated putative class action litigation in the Delaware Court of Chancery alleging, among other things, that those directors breached their fiduciary duties in connection with Viacom’s $30bn merger with CBS Corporation, which closed in December 2019.
Kirkland & Ellis LLP in New York is firmly among the leading players in M&A litigation. Whether it is in class actions, shareholder derivative suits, appraisal or busted deal cases, or shareholder activism disputes, the firm shines in state and federal courts throughout the country, as well as in the Delaware Court of Chancery. Though it frequently acts for private equity investors, the firm also has a stellar roster of large corporate clients and their boards of directors. For example, practice co-head and 'outstanding litigator' Sandra Goldstein and up-and-coming partner Stefan Atkinson secured a major win at the Delaware Court of Chancery for former officers and directors of Twenty-First Century Fox, including Rupert Murdoch, and Fox Corporation, with the dismissal of a shareholder action arising out of the $73.1bn merger with The Walt Disney Company. Also among the team's experienced partners are practice co-head Matthew Solum, who is defending BC Partners in a class action concerning its proposed $2.1bn acquisition of Presidio, and veteran litigator Yosef Riemer.
Sandra Goldstein; Matthew Solum
Other key lawyers:
Yosef Riemer; Stefan Atkinson
Arclight Capital Partners
Callon Petroleum Company
H.I.G. Capital Management
Micro Focus International
Rupert Murdoch, Lachlan Murdoch, James Murdoch and Fox Corporation
Sycamore Partners and Essendant, Inc.
The Special Committee of the Board of Directors of Taubman Centers
U.S. Silica Company
Vista Equity Partners
The Vitamin Shoppe
The litigation group at Latham & Watkins LLP is 'willing to take tough positions and create downside for plaintiffs'. One client notes that the firm has 'experienced trial attorneys who know what they can prove in court, which is essential in these cases'. Among them are lead partners Michele Johnson in Orange County, who is global chair of the firm's litigation and trial department, and Blair Connelly in New York, who is vice-chair of the securities and professional liability practice. The two oversee a practice that operates coast-to-coast from 11 offices, putting the firm in prime position to handle deal-related actions anywhere in the US. Johnson and Colleen Smith in San Diego defeated a proposed class action against Oncternal Therapeutics after the company went public via a reverse merger with biopharmaceutical company GTx. Newly promoted partner Hilary Mattis in Silicon Valley is 'very responsive and excellent in managing these cases'. Her outstanding work includes representing Avago Technologies in a proposed class action filed in California claiming that Emulex Corp concealed that Avago Technologies' $606m acquisition offer was too low. Counsel Kristin Murphy in Orange County is another emerging talent, whose recent work includes high-profile litigation for Dell Technologies.
Michele Johnson; Blair Connelly
Other key lawyers:
Colleen Smith; Hilary Mattis; Kristin Murphy
‘Excellent communication. Excellent negotiation positioning, as these cases rarely go to trial. Willing to take tough positions and create downside for plaintiffs. Good presentations to the board and interaction with insurers. Practical advice on case management. Experienced trial attorneys who know what they can prove in court, which is essential in these cases.’
‘Very responsive to and patient with all my otherwise dumb questions. Hilary Mattis is very responsive and excellent in managing these cases.’
ArcLight Capital LLC
Larry Ellison and Safra Catz
Wesco Aircraft Holdings
- Obtained a major victory on behalf of DXC Technology Company (DXC) in a securities class action alleging more than $1bn in damages, relating to the registration statement following the April 2017 merger of Computer Sciences Corporation and the Enterprise Services business of HPE, which formed DXC.
- Defending Oracle’s founder, Chairman and CTO, Larry Ellison, and Oracle’s CEO, Safra Catz, against shareholder derivative claims arising from Oracle’s $9.3bn acquisition of NetSuite Inc. – a company in which Mr. Ellison was a significant stockholder.
- Achieved a watershed victory for Restoration Robotics, Inc. in a post-IPO securities class action filed in San Mateo County Superior Court.
Paul, Weiss, Rifkind, Wharton & Garrison LLP's M&A litigation group is largely based in the New York office and is widely regarded as one of the best in the country. The firm has 'first-rate lawyers of the highest degree' and clients note that 'matters can be big or small and they bring the same level of diligence and quality of guidance'. Chaired by Andrew Gordon and Jaren Janghorbani, the practice group continues to be involved in the most high-profile disputes in the market and, in 2020, it handled four of the first major material adverse event (MAE) cases arising from Covid-19, as well as a full docket of shareholder disputes. Gordon and Janghorbani won at trial for Channel Medsystems in an MAE litigation against Boston Scientific Corporation, which had unsuccessfully sought to terminate a $275m acquisition. With key partner Geoffrey Chepiga, they also represented 1-800-Flowers.com in a case brought by Bed Bath & Beyond, which alleged the company had breached its agreement to purchase PersonalizationMall.com. Lewis Clayton, who handled a high-value case for Comtech Telecommunications Corp, and newly promoted partner Alexia Korberg are also key to the practice. The firm also has an office in Wilmington, staffed by counsels and associates, handling transactional and contentious M&A matters.
Andrew Gordon; Jaren Janghorbani
Other key lawyers:
Geoff Chepiga; Lewis Clayton; Alexia Korberg
‘Multi-industry expertise. Always available. Always on top of the material. A first-class product.’
‘First-rate lawyers of the highest degree. Matters can be big or small and they bring the same level of diligence and quality of guidance.’
Simpson Thacher & Bartlett LLP is one of the most high-profile firms for the representation of issuers and their boards of directors, special committees, private equity firms and other financial sponsors, having frequently won the dismissal of high-value cases in both federal and state courts. Its presence in both transactional and contentious M&A matters stems partly from its work for major private equity funds, among them Blackstone and Silver Lake Partners, as well as for their portfolio companies. Paul Curnin and Jonathan Youngwood in New York are global co-chairs of litigation department, which is 'outstanding, with terrific senior litigators'. Among them is New York-based Peter Kazanoff, who defended First Data’s board of directors in a challenge to the company's $22bn merger with Fiserv. Also recommended are James Kreissman and Stephen Blake in Palo Alto who are defending Silverlake in a case brought by shareholders of Dell Technologies. Up-and-coming partner Craig Waldman in New York worked with Youngwood to secure the dismissal of a complaint against Gramercy Property Trust that alleged the proxy statement filed in connection with its $7.6bn sale to an affiliate of Blackstone was materially misleading.
Paul Curnin; Jonathan Youngwood
Other key lawyers:
Stephen Blake; Craig Waldman
The Blackstone Group L.P.
CBS Corporation (n/k/a ViacomCBS)
Digital Colony Partners
Envision Healthcare Corporation
Gramercy Property Trust
Kohlberg Kravis Roberts & Co.
Silver Lake Partners
Sirius XM Holdings Inc.
TD Bank Group
Vivint Solar, Inc.
- Obtained dismissal of securities litigation related to Gramercy Property Trust’s $7.6bn acquisition by an affiliate of Blackstone.
- Representing CBS in concluded expedited proceedings in a Section 220 Demand in the Delaware Court of Chancery related to the CBS and Viacom stock-for-stock merger; also represented the merged company, ViacomCBS, against a related derivative action.
- Defending 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 a thriving office in Wilmington and is has one of the most highly regarded practices specializing M&A-related disputes. The firm fields a team of six partners handling high-stakes litigation in the Delaware courts, and it continues to represent more defendants in the Court of Chancery than any major international law firm. Backed up by a strong securities litigation practice in New York, the group handles the full range of corporate and securities litigation, including class and derivative actions, cases concerning the fiduciary duties of directors, federal and state securities fraud claims, bankruptcy litigation, corporate valuations and statutory appraisal actions. Edward Micheletti leads the Delaware litigation practice and recently represented French luxury conglomerate Moët Hennessy Louis Vuitton SE in an expedited litigation concerning the largest-ever deal in the luxury sector when Tiffany & Co sought to terminate a merger agreement. Robert Saunders secured the dismissal of breach of fiduciary duty claims against the former directors and former CEO of Essendant relating to the acquisition of the company by Staples; Jennifer Voss successfully defended JAB Holdings B.V.’s $7.5bn acquisition of Panera Bread Company; and Cliff Gardner successfully represented Zayo Group in multiple actions filed in state and federal court.
Other key lawyers:
Robert Saunders; Cliff Gardner; Jennifer Voss
Based in New York, the securities litigation practice at Weil, Gotshal & Manges LLP, which is jointly led by highly regarded partners Joseph Allerhand and John Neuwirth, is active in state and federal courts across the country. The firm's market-leading expertise in appraisal disputes is just one key strand within the practice, which is consistently involved in emerging areas of deal-related litigation. Veteran litigator Jonathan Polkes scored a seminal win on behalf of Carlyle Group in litigation concerning the application of a material adverse effect clause triggered in response to the Covid-19 pandemic. Neuwirth and Joshua Amsel successfully resolved a massive federal litigation on behalf of pharmaceutical giant Sanofi in disputes brought by contingent value rights holders following the company's $20.1bn acquisition of Genzyme Corporation. Up-and-coming partner Evert Christensen is playing a central role in the firm's defense of Fidelity National Financial in a $150m appraisal claim arising out of the company's $2.7bn acquisition of FGL Holdings. Greg Danilow retired at the end of 2019.
Joseph Allerhand; John Neuwirth
Other key lawyers:
Jonathan Polkes; Evert Christensen; Joshua Amsel
‘The team manages to understand all aspects of your business and provides advice that is targeted for your company.’
‘We have entrusted Weil with our business for some time because we know that we will get top-tier service from all attorneys involved in our engagements. Since so many of our engagements ultimately involve dealing with shareholder issues and litigation, it is important to draw on a firm with a pronounced and dedicated securities litigation capability, which is one of the traits that distinguishes Weil from other firms, and their people in that space are particularly sharp.’
‘John Neuwirth, the co-head of Weil’s securities litigation practice, has been our lead lawyer. We have had nothing but great experiences with John. He is extremely intelligent, aggressive but sensible, and at the end of the day, always focused on the client. He understands and clearly conveys the business ramifications of litigation. In addition, Evert Christensen is a securities litigation partner who works closely with John, and has for several years. Evert has extremely high acumen. He is a very impressive lawyer.’
‘The firm has deep substantive knowledge coupled with a pragmatic willingness to roll up their sleeves and do the hard work to get results. Their corporate litigators are involved from the nascent stages of deal work with their transactional collogues to proactively manage litigation risk before potential disputes reach the courtroom. Unwavering credibility and judgment to boot.’
‘John Neuwirth has become the go-to guy as the leader the group, with a rare blend of judgement, smarts and guts. Josh Amsel and Evert Christenson are relatively younger partners who are well steeped in all aspects of Delaware law and can be trusted for bet the company litigation and everything in between. Joseph Allerhand remains the senior statesman of the group with unmatched experience and bona fides as a leading expert in this area.’
Willis Towers Watson
Walgreens Boots Alliance
Brookfield Asset Management
Fidelity National Financial
Jefferies Financial Group
- Successfully resolved for Sanofi a long-running multibillion-dollar breach of contract dispute in New York federal court brought by holders of contingent value rights (CVRs) issued in conjunction with Sanofi’s $20.1bn acquisition of Genzyme Corp. in 2011.
- Successfully representing Carlyle in ground-breaking deal litigation in Delaware Chancery Court arising out of a billion-dollar transaction in the travel industry, which has already led to a precedent-setting decision on material adverse effect clauses in the context of the Covid-19 pandemic.
- Representing Willis Towers Watson in connection with high-stakes shareholder class actions in Virginia federal court and Delaware Chancery Court arising out of the $18bn merger of Willis Group Holdings and Towers Watson in 2016.
Cleary Gottlieb Steen & Hamilton
Lawyers from Cleary Gottlieb Steen & Hamilton's New York office frequently appear in Delaware Chancery Court, as well as in state and federal courts around the country, to defend challenges to high-value mergers. The practice is led by litigator Roger Cooper, who acts for numerous financial advisers in high-profile litigation, a recent example being his work for Tinder in cases arising from the buyout of its founders by Match. The firm's M&A litigators are also experts in federal securities litigation, corporate governance disputes and, in some cases, regulatory enforcement matters, enabling them to bring a holistic perspective to the strategy and analysis of deal-related cases. Experienced securities litigator Victor Hou, up-and-coming partner Rahul Mukhi and recently promoted partner Mark McDonald work closely with Cooper, all three having acted for National Amusements and Shari Redstone in lawsuits in the Delaware Court of Chancery challenging the fairness of the $30bn merger of CBS and Viacom in 2019.
Other key lawyers:
Victor Hou; Rahul Mukhi; Mark McDonald
International Flavors & Fragrances Inc.
National Amusements Inc.
- Represented National Amusements Inc. and Shari Redstone in lawsuits in the Delaware Court of Chancery challenging the fairness of the $30bn 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.
- Successfully represented Empire Resorts Inc. 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.
The litigators at Fried, Frank, Harris, Shriver & Jacobson LLP are recognized by clients, in part, for their 'close collaboration with their corporate colleagues to really get the big picture'. The firm's thriving transactional practice has seen a rise in disputed merger transactions and takeover contests. Global chair of litigation James Wareham in Washington DC, and New York-based partners Scott Luftglass and Peter Simmons lead the practice. Luftglass and Simmons 'provide wise counsel on complex matters and are engaged and available at all times'. Luftglass is active in the Delaware courts and added to his string of successes with numerous victories for Sinclair Broadcast Group, including the defeat of a class action following the termination of its $4bn merger with Tribune Media Company. Simmons is leading the defense of Quality Distribution in a breach of fiduciary duty action filed in Florida state court relating to the 2015 deal to sell the company to a private equity firm.
James Wareham; Scott Luftglass; Peter Simmons
‘While of course we strive to avoid litigation, engaging Fried Frank’s team in dispute resolution makes sense because of the strong commercial sensibilities of the team, who understand the big picture and the needs of a repeat M&A player when it comes to litigation. I think they provide excellent advice, which they closely coordinate with their corporate colleagues to ensure that the dispute doesn’t overtake the merits of the deal where possible.’
‘Close collaboration with their corporate colleagues to really get the big picture is a hallmark of Fried Frank’s litigation practice.
‘Peter Simmons and Scott Luftglass have both provided wise counsel on complex matters. They are engaged and available at all times, greatly appreciated when the stakes are high.’
Sinclair Broadcast Group
Seritage Growth Properties
Apollo Global Management
Quality Distribution, Inc.
- Achieved a key dismissal for Sinclair Broadcast Group in a securities class action litigation related to Tribune Media Company’s termination of a proposed merger between the parties, and also achieved favorable resolutions in various other related lawsuits.
- Achieved victory for Apollo Global Management in connection with a proposed $2.1bn sale of a portfolio company.
- Serving as lead counsel to Seritage Growth Properties in a $1bn fraudulent conveyance litigation relating to the formation of Seritage and the accompanying rights offering.
Frequently involved in the high-value cases arising from public company mergers, Gibson, Dunn & Crutcher LLP has an experienced bench of litigators who work in tandem with the firm's corporate lawyers to anticipate contentious issues and minimize the risk of litigation. Co-chair of securities litigation Brian Lutz in San Francisco leads a practice that has a strong track record in cases concerning hostile takeovers; he is consistently called upon to represent companies, directors and their financial advisers in connection with proposed mergers. Lutz recently secured the dismissal of a case in Delaware against activist fund Elliott Management filed in the wake of its acquisition of tech company Gigamon. Also prominent in the practice are New York-based partner Adam Offenhartz and Aric Wu, who represented USA Technologies in defending against an activist campaign launched by Hudson Executive Capital involving novel takeover issues under Pennsylvania law.
Brian Lutz; Monica Loseman; Craig Varnen
Other key lawyers:
Adam Offenhartz; Aric Wu
Goodwin's focus on the key industry sectors of life sciences and technology—two areas in which there is a rising tide of M&A activity—has led to significant growth in its M&A litigation activity, hence its promotion in this year's ranking. 'Good advice on the front end allowed us to set expectations with the board and calm reactions to expected deal litigation, which helped us move the deal to closing', remarks one client of the practice, led by Deborah Birnbach in Boston. Birnbach, who is co-chair of the firm’s public M&A and corporate governance practice, led the defense of former directors of software company Lionbridge Technologies against claims that they made misleading statements of material fact in Lionbridge’s proxy statement merger disclosures. Michael Jones, who works in both Boston and Silicon Valley, is currently handling the defense of pharmaceutical company MyoKardia in cases challenging the company's acquisition by Bristol Meyer Squibb for $13.1bn.
Other key lawyers:
Forge Global, Inc.
Former Directors and Officers of Lionbridge Technologies, Inc.
Medidata Solutions, Inc.
PennyMac Financial Services, Inc.
Polaris Venture Partners
In the eyes of its clients, Morris, Nichols, Arsht & Tunnell LLP in Wilmington 'sets the gold standard for Delaware law firms'. The firm handles the full range of litigation for corporate clients and frequently acts in tandem with national litigation practices in takeover battles and proxy contests, and other deal-related disputes. Over the years, its lawyers have argued many landmark cases that have established the principles of Delaware corporate law and defined the fiduciary duties that govern boards of directors of many major corporations. Megan Ward Cascio and Kevin Coen lead the practice in Wilmington, where William Lafferty and Kenneth Nachbar are also recommended. John DiTomo ('smart, savvy and practical') recently acted in a books and records dispute between a minority stockholder and Hay Island Holding Corporation, working side-by-side with lead counsel at Simpson Thacher & Bartlett LLP. Also recommended are Susan Wood Waesco and R. Judson Scaggs, two 'creative and smart governance litigators who bring efficiency and pragmatism to legal advice on Delaware Chancery matters'.
Megan Ward Cascio; Kevin Coen
Other key lawyers:
William Lafferty; Kenneth Nachbar; John DiTomo; Susan Wood Waesco; R. Judson Scaggs
‘John DiTomo is a rock star. Smart, savvy, practical. Great on his feet. Excellent judgment.’
‘Susan Waesco and RJ Scaggs are terrific governance litigators who bring efficiency and pragmatism to legal advice on Delaware Chancery matters. They are creative, smart lawyers who really know the Delaware bench and practitioners.’
‘We have worked with the MNAT team, in particular John DiTomo, on four matters in the past two years. Their work has been excellent.’
‘Their experience and knowledge has been extremely helpful in each engagement. They also have demonstrated exceptional in-court and writing skills.’
‘They are far more than local counsel – they are key team members in our Delaware work.’
‘John DiTomo is an exceptional lawyer. From our experience working with him, he also is well respected by the Judges and Vice Chancellors. Such credibility is key.’
Richards, Layton & Finger, P.A.
According to one client, Richards, Layton & Finger, P.A. has been 'the pre-eminent Delaware corporate law firm for decades and has a deep bench of very smart, very sophisticated lawyers'. In 2020, the firm was involved in more than 180 cases in the Delaware Court of Chancery, among them high-profile appraisal matters, high-value M&A disputes, fiduciary duty claims, corporate governance and control disputes, stockholder litigation, and books and records demands. Srinivas Raju and Catherine Dearlove (co-chair and vice chair of the corporate department, respectively) lead a practice that has handled many precedent-setting matters. For example, Dearlove recently acted for Blue Apron in a case challenging federal forum provisions under the Securities Act of 1933. Gregory Williams is considered 'one of the deans of the Delaware bar'; the 'exceptionally talented and smart' Rudolf Koch is lauded as 'a master of both the courtroom and the boardroom'; and up-and-coming partner Blake Rohrbacher is recommended for corporate control, governance, M&A and fiduciary cases.
Srinivas Raju; Catherine Dearlove
Other key lawyers:
Gregory Williams; Rudolf Koch; Blake Rohrbacher; Matthew Murphy
‘Richards, Layton & Finger has been the pre-eminent Delaware Corporate Law firm for decades. They have a deep bench of very smart, very sophisticated lawyers. Rudolf Koch, in particular, is an exceptionally talented and smart lawyer.’
‘Richards Layton is excellent at collaborating as local counsel with the best and brightest attorneys from all over the country. They are the best local counsel I have ever used.’
‘Rudolf Koch, in my opinion, is one of the best lawyers in Delaware. He has incredible judgment, and is a master of both the courtroom and the boardroom.’
‘Litigation associate Matthew Murphy is a very smart, up and coming litigator. He is incredibly responsive.’
Acting for buyers, sellers, companies, officers, directors and special committees, the litigators at Ropes & Gray LLP work closely with the firm's transactional M&A lawyers to minimize the risk of disputes. When litigation does arise, the practice led by David Hennes in New York ('a good lawyer to have on your side') and Peter Welsh in Boston, is experienced in every stage from preliminary injunctions through to trial, whether in the Delaware Court of Chancery or in federal courts across the US. Welsh successfully represented Advent International in one of the first cases to test how material adverse effect clauses in merger agreements can be applied to the events of the in the Covid-19 pandemic. Hennes has been involved in many cases in the life sciences sector; acting for Shire Pharmaceuticals and Novartis, he secured the dismissal of a $425m claim for milestone payments under a merger agreement.
David Hennes; Peter Welsh
Akcea Therapeutics, Inc.
Advent International Corp.
Former Independent Directors of Immunomedics, Inc.
Fortress Investment Group LLC
Houlihan Lokey Capital Inc.
Independent Directors and CEO of AGNC Investment Corp.
Keryx Biopharmaceuticals, Inc.
Shire Pharmaceuticals Inc.
Surgery Partners, Inc.
The Goldman Sachs Group Inc.
TPG Global, LLC
Wright Medical Group N.V.
- Successfully represented Advent in one of the first cases in the Covid-19 era to test how material adverse effect clauses in merger agreements apply in the context of a global pandemic.
- Secured the complete dismissal of a shareholder class action suit filed against Goldman Sachs in connection with the $1.4bn acquisition of CEC Entertainment, Inc. – the parent of Chuck-E-Cheese – by an affiliate of Apollo Global Management.
- Successfully represented Wright Medical in connection with five lawsuits filed in federal courts as result of Stryker Corporation’s now-completed acquisition of Wright Medical for $5.4bn.
Ross Aronstam & Moritz LLP
Ross Aronstam & Moritz LLP in Wilmington is one of the smaller Delaware firms, but clients attest that it is also 'one of the top firms with excellent litigators who can take on any case involving the most complex and difficult issues of Delaware law'. The firm's specialist focus on proceedings before the Court of Chancery of the State of Delaware sees it working closely with national defense firms on high-profile matters and, increasingly, lead its own high-profile matters. Clients have singled out David Ross, 'a master tactician', and Garrett Moritz and Bradley Aronstam, both of whom are 'highly accomplished, talented, and respected'. Ross and Moritz, working with Wachtell, Lipton, Rosen & Katz, are representing Cigna in litigation arising from its termination of a proposed $54bn merger with Anthem after the deal was enjoined by a federal district court. 'Incredibly responsive' associate Garrett Rice is one to watch, having been involved in many of the firm's standout cases.
David Ross; Bradley Aronstam; Garrett Moritz
Other key lawyers:
‘David Ross is the boss. He is one of the leading Delaware practitioners. He has a peerless reputation. I work with him on my most significant Delaware matters. He is a master tactician. Has excellent instincts. Has a tremendous reputation in the Delaware Chancery Court. He is second to none. And he’s a truly great person.’
‘Brad and Garrett are highly accomplished, talented, and respected, and also very nice people. I am a huge fan of Ross, Aronstam & Mortiz.’
‘Associate Garrett Rice is exceptional – incredibly responsive with excellent knowledge. He is a rising star.’
‘Ross Aronstam is one of the top tier firms in Delaware, with excellent litigators who can take on any case involving the most complex and difficult issues of Delaware law. I’ve had two cases with them where we won the motion to dismiss, and then got it affirmed at the Delaware Supreme Court. In both cases, they were instrumental in formulating our arguments and strategy at every stage.’
‘Ross Aronstam is outstanding at partnering with national firms to handle cases in the Delaware Court of Chancery – they are great to work with, and extremely collaborative and responsive.’
‘David Ross is one of the best in the state – outstanding judgment and instincts, as well as an encyclopaedic knowledge of Delaware corporate law. He sees the whole chess board, thinking not just in terms of the motion to dismiss but how things could play out through trial. Brad Aronstam is a star, with complete command of Delaware corporate law and practice. Both are well-known and respected in the Delaware bar, and they are great to work with.’
Directors of Expedia Group, Inc.
NorthStar Group Holdings, LLC
Palisades Growth Capital II, L.P.
Directors of Facebook, Inc.
Lululemon Athletica Inc. and Lululemon’s Board of Directors
The American Bottling Company
Special Committees AMC Entertainment Holdings, Inc
Special Committee of Ollie’s Bargain Outlet, Inc.
Special Committee of Walmart Inc.
Venator Materials PLC
Madison Dearborn Partners
Shearman & Sterling LLP in New York frequently handles major trials in state and federal courts, with close collaboration between litigators and transactional M&A attorneys providing the platform a solid base for providing comprehensive and well-rounded advice in deal-related litigation. Led by global managing partner and head of litigation Adam Hakki, the practice group is known for representing major investment banks, but also has an impressive list of large corporations among its clients. Also recommended are standout litigators Alan Goudiss, Paula Anderson and Mallory Brennan. Goudiss and Anderson built on their impressive track record in 2020 with a critical victory for General Electric Company (GE) in a class action filed after the merger of GE’s oil and gas business with Baker Hughes alleging that GE inflated the value of its business to induce the Baker Hughes board to agree to the merger; the case clarifies the standard under Delaware law for alleging an aiding and abetting claim. Brennan, who now works from both New York and Houston, is increasingly active in cases in the energy sector.
Adam Hakki; Alan Goudiss; Paula Anderson; Mallory Brennan
CVS Health Corporation
Capital Square Partners
Advanced Disposal Services
EnCap Flatrock Midstream Fund II, L.P.
Bank of America Merrill Lynch
Orbital ATK Inc.
- Achieved a significant litigation victory on behalf of General Electric Company (GE) in the Delaware Court of Chancery, arising out of the 2017 merger of GE’s oil and gas segment and Baker Hughes Inc., an oil field services provider.
- Obtained the dismissal on behalf of Morgan Stanley in an action arising out of Blackstone’s 2018 acquisition of the Gramercy Property Trust REIT.
- Successfully defended Bojangles’, Inc., a regional chain of fast food restaurants, in a class action before the US District Court for the Southern District of New York, following Bojangles’ acquisition by Durational Capital Management LP.
Willkie Farr & Gallagher LLP's New York office is home to a deep bench of litigators with experience in representing companies, controlling shareholders, boards of directors, special committees and financial advisors in a range of deal-related disputes, including Delaware activism and takeover litigation, going private transactions and cases arising out of alleged conflicts involving directors or financial advisers. 'The team is well seasoned to handle these complex litigation matters', notes one client. Additionally, clients rate chair of the litigation department Tariq Mundiya as being 'litigation-tough and solution-savvy'. Mundiya successfully represented Xerox Corporation in two long-running matters related to the terminated merger with Fujifilm and claims against directors alleging breaches of fiduciary duties in the purchase of then acquisition target HP. Litigation vice-chair Todd Cosenza, who has a track record in landmark shareholder class actions, successfully resolved a breach of purchase case for VCI that claimed a post-closing purchase price adjustment in the sale of Promotion Execution Partners LLC.
Other key lawyers:
‘The Willkie team handles many complex MA litigations every year and the team is well seasoned to handle these complex litigation matters.’
‘Tariq Mundiya is an excellent attorney who can be best described as litigation-tough and solution-savvy. Day in and day out, he handles some of the most novel and complex securities and M&A ligation cases throughout the country.’
Vintage Capital Management, LLC
Special Committee of AmTrust Financial Services
VCI Enterprises, Inc.
Tonopah Solar Energy LLC
Resideo Technologies Inc.
- Secured dismissal of a major class action filed against CenturyLink Inc. and its officers and directors relating to CenturyLink’s $34bn merger with Level 3 Communications, Inc.
- Obtained a significant dismissal of a non-member/non-manager’s petition for equitable dissolution of Tonopah.
Baker Botts L.L.P. in Texas has a solid reputation in litigation in the energy and technology sectors, but it has also expanded the scope of its big-ticket merger litigation into other industries, notably financial services, healthcare and consumer products. Litigation group chair David Sterling in Houston exemplifies the firm's continued expansion from the energy market. Litigation department co-chair Danny David and securities litigation co-lead Amy Pharr Hefley are among the younger partners making a strong impression in deal-related cases. They worked together on five putative class actions and two individual lawsuits filed following the announcement of Vectren Corporation's $6bn merger with CenterPoint Energy. Jessica Pulliam is a name to note in Dallas.
Jessica Pulliam; Amy Pharr Hefley
Other key lawyers:
David Sterling; Danny David
‘The lead partner, Danny David, is highly skilled and talented. His level of engagement and focus is extraordinary. He compares favorably to anyone else with whom I have worked over the past 35 years.’
‘Danny David’s critical thinking and communication skills (oral and written) are exemplary. He is also responsive, professional and thoughtful in his client communications. In short, his case management handling is outstanding.’
DIRECTORS AND OFFICERS OF IDEV TECHNOLOGIES, INC.
SUNCOKE ENERGY PARTNERS, L.P.
FORMER DIRECTORS OF EXPEDIA GROUP
MCDERMOTT INTERNATIONAL, INC.
INTERNATIONAL SPEEDWAY CORPORATION (NASCAR)
CHARTER COMMUNICATIONS DIRECTORS & LIBERTY BROADBAND
NAPHTHA ISRAEL PETROLEUM CORPORATION LTD.
GCI LIBERTY, INC. AND DIRECTORS
TEEKAY OFFSHORE PARTNERS, L.P.
CARRIZO OIL & GAS, INC.
EL PASO ELECTRIC COMPANY
INNOPHOS HOLDINGS, INC.
TALLGRASS ENERGY, LP
AMERIGAS PARTNERS, L.P.
BRISTOW FDBA ERA GROUP, INC.
- Won the dismissal of a fiduciary duty case – which involved two former shareholders of IDEV who alleged they were improperly diluted as a result of a venture-backed equity financing preceding the merger – in the Court of Chancery and argued appeal affirming dismissal before the Delaware Supreme Court.
- Represents GCI Liberty and two of the GCI Liberty directors named in the litigation in a putative class action complaint that was filed by purported GCI Liberty, Inc. stockholders in the Court of Chancery of the State of Delaware, challenging the merger of GCI Liberty into Liberty Broadband Corporation.
- Represented NASCAR and certain directors of International Speedway Corporation in fiduciary duty litigation filed by ISC shareholders in late 2018 arising from ISC’s $2bn merger with NASCAR.
Davis Polk & Wardwell LLP
Davis Polk & Wardwell LLP in New York has a thriving transactional M&A practice that is backed up by a strong litigation group with a long track record in pre- and post-closing challenges to mergers and acquisitions. The firm acts for a varied roster of players in high-profile cases, among them buyers, sellers, financial advisers and accounting firms. Lawrence Portnoy is a nationally recognized securities litigator who is known for handling M&A-related disputes for large public companies. Also of note is Andrew Ditchfield, whose focus on complex civil litigation sees him involved in deal-related litigation, contract disputes, securities litigation and shareholder derivative suits.
Other key lawyers:
Lawrence Portnoy; Andrew Ditchfield
Dechert LLP handles a varied mix of merger-related cases concerning change of control and transactional litigation for private equity funds, sovereign investors and major corporations. The firm has experienced trial lawyers capable of handling matters filed in federal or state courts across the US, including the main corporate litigation hub of Delaware. David Kistenbroker and David Kelley lead the trials, investigations and securities practice from Chicago and New York, respectively. Kistenbroker frequently representing public companies in securities class actions, derivative suits, merger cases, SEC investigations, internal investigations and corporate governance disputes. With Joni Jacobsen and up-and-coming partner Angela Liu—both in Chicago—Kistenbroker advised Molson Coors on matters arising from its $12bn acquisition of SABMiller’s interest in MillerCoors. In New York, key partner Neil Steiner has a similarly diverse practice, acting on behalf of hedge funds, investment advisers, corporations and senior executives.
David Kistenbroker; David Kelley
Other key lawyers:
Joni Jacobsen; Neil Steiner; Angela Liu
Molson Coors Beverage Company
Qihoo 360 Technology and Eric X. Chen
Cheyne Walk Pty. Ltd.
Alcentra Capital Corporation
CRE Niagara Holdings, LLC,
Former CFO Greg Rush of Syneos Health
Sierra Income Corporation
Freshfields Bruckhaus Deringer LLP has invested heavily in expanding its securities and shareholder litigation practice and now has a strong bench of experienced partners. In New York, Meredith Kotler, who joined from Cleary Gottlieb Steen & Hamilton in 2019, leads the practice with Mary Eaton, who moved over from Willkie Farr & Gallagher LLP in 2020. At the same time, Boris Feldman and Doru Gavril joined from Wilson Sonsini Goodrich & Rosati to build the group's presence in Silicon Valley. The new team has quickly built up a strong portfolio of work, a prime example being Kotler's and Gavril's representation for SourceHOV in the Delaware Supreme Court challenging a judgment in a post-merger appraisal action before the Court of Chancery.
Meredith Kotler; Mary Eaton
Other key lawyers:
Boris Feldman; Doru Gavril
The Special Litigation Committee of Sinclair Broadcast Group
Board of Directors of Ambac Financial Group
Special Committee of Board of Directors of Emerald Holding, Inc.
KLX Energy Services and its Board of Directors
Citigroup Global Markets Ltd.
Stitch Fix and Roku, Inc. (Sciabacucchi v. Salzberg)
At King & Spalding LLP, litigators are an integral part of the firm's transactional M&A practice, playing a key role in minimizing the risk of litigation, as well as working independently on deal-related disputes. The practice, has a growing reputation for making law on critical points related to director duties, appraisal litigation, disclosure claims and post-closing issues involving privately-held companies. Jessica Corley in Atlanta and Richard Marooney in New York are the lead partners. Marooney is currently acting for Jernigan Capital in a class action stemming from its merger with agreement with affiliates of NexPoint Advisors. Contacts in the Atlanta office include David Balser, who won a major case for SCANA Corporation, and Warren Pope, who defended Newell Brands in a class action challenge to its merger with Jarden Corporation.
Jessica Corley; Richard Marooney
Other key lawyers:
David Balser; Warren Pope
Genuine Parts Company
Chris & Maria Callas
Tall Tower Capital, LLC
Sellers of Major Energy
Mueller Water Products, Inc.
S.C. Participações Limitada
Efacec Power Transformers, Inc.
Clients appreciate the 'responsiveness and accessibility' of the litigation practice at Paul Hastings LLP. The firm not only has a long track record of success in the Delaware Chancery Court, but also handles high-stakes M&A litigation across the US, thanks in part to its large national litigation practice that has significant capabilities on both the East Coast and the West Coast. Barry Sher in New York and global chair of securities litigation Peter Stone in Palo Alto are the lead partners. The firm has a prominent role in the California market, where Stone is frequently involved in disputes in the technology sector. He is representing a former director of M&A for HP in several matters concerning the company's $7bn acquisition of Autonomy. Samuel Cooper in Houston is noted for successfully representing companies in the energy sector.
Barry Sher; Peter Stone
Other key lawyers:
Manish Sarin, former director of M&A for HP
ValueAct Capital Management
Symphony Technology Group (Winshuttle)
- 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.
- Continued representation of a former director of M&A for HP, Manish Sarin, in several matters concerning its acquisition of Autonomy.
- Representing Jeffrey Ubben, a former director of Willis Group Holdings plc, and ValueAct, a former minority shareholder of Willis, in parallel federal and Delaware litigation relating to the 2016 $18bn merger of equals between Willis Group Holdings plc and Towers Watson & Co.
Sullivan & Cromwell LLP
Sullivan & Cromwell LLP has represented clients in every type of deal-related litigation arising in federal and state courts across the US, including the Delaware Chancery and state supreme courts. Brian Frawley is a contact in New York, while Robert Sacks acts as managing partner of firm's Los Angeles office.
Vinson & Elkins LLP is the leading firm in Texas for representing issuers, underwriters, accounting firms, financial institutions, and company directors and officers in matters arising from M&A transactions, particularly in the energy sector. The firm has substantial experience in master limited partnerships (MLPs), and proficiency in Delaware law in the Delaware Chancery Court. Craig Seebald in Washington DC and Michael Holmes in Dallas are co-heads of commercial litigation. Michael Charlson in San Francisco, who is co-head of securities litigation, and litigation group co-chairs Jim Thompson in Houston and John Wander in Dallas also oversee the practice. Holmes and Wander are handling a flagship case in the defense of Energy Transfer Equity in cases arising from its now-terminated $38bn merger between with Williams.
Craig Seebald; Michael Holmes; Michael Charlson; Jim Thompson; John Wander
‘Smart, practical, and zealous advocates. As knowledgeable as any big NY firm in the USA with competitive rates, top talent, and no pretention. Just good lawyers that are easy to work with and get you great results.’
‘Michael Holmes is one of the best securities, M&A, corporate governance litigation lawyers out there.’
C&J Energy Services, Inc.
Energy Transfer Equity, LP
Plains All American Pipeline, LP
EnCap Investments, LP
Caiman Energy II, LLC and related entities
Applied Optoelectronics, Inc.
Sixth Street Partners
Energy XXI Ltd.
Genius Brands International, Inc., its CEO Andy Heyward, its CFO Robert Denton and members of its Board of Directors
First United Corporation and members of its Board of Directors
Standard Fiber Investors, LLC; and two officers of its operating subsidiary Standard Fiber LLC — its Class A Manager Glenn Boschetto, and its Chief Financial Officer Brett Scharff and investor WR/SF Investments, LLC.
- Acting as lead litigation counsel for ETE, is preparing for its third trial in the Delaware Chancery Court concerning the now-terminated $38bn merger between ETE and Williams.
- Acting as lead litigation counsel for the defense when the Delaware Supreme Court affirmed the Chancery Court’s post-trial judgment rejecting a unitholder class action lawsuit seeking to rescind ETE’s March 2016 issuance of equity securities.
Winston & Strawn LLP is a specialist litigation firm with a deep bench of trial lawyers and an enviable reputation in corporate governance and merger-related litigation in Delaware. James Smith in New York is chair of the securities litigation practice, which handles deal-related disputes. Along with John Schreiber, who works from both the New York and Los Angeles offices, Smith is currently representing SteelRiver Infrastructure Partners in a post-closing purchase price adjustment case concerning its $4.2bn sale of LDC Funding LLC. Matthew DiRisio has led numerous cases in the special purpose acquisition vehicle (SPAC) sector, including representing Boxwood Merger Corp in a putative class action filed in Delaware concerning its $710m merger with professional testing and consulting services firm Atlas Intermediate Holdings LLC. Accomplished trial lawyer William O’Neil in Chicago is also well versed in post-closing M&A litigation.
Other key lawyers:
John Schreiber; Matthew DiRisio; William O’Neil
Archer Daniels Midland (ADM)
Boxwood Merger Corporation
Danfoss A/S and affiliates
Duff & Phelps, LLC
Jernigan Capital, Inc. and its board of directors
TreeHouse Foods, Inc.
Four private equity funds and management company defendants (defendants include Plymouth Venture Partners III, LP; Plymouth Management Company; Bootstrap Venture Fund, LP; Bootstrap Venture Fund II, LP; Cloud 2011, LLC; and Indiana 21st Century Fund, LP)
Reza K. Irani, as representative of the former owners of Energy Labs, Inc.
Shore Capital Partners
SteelRiver Infrastructure Partners
The merger litigation practice at DLA Piper LLP (US) combines the firm’s strength in securities litigation with its experience in handling business combination transactions. John Clarke in New York and James Mathias in Baltimore lead the corporate and securities litigation practice, in which John Reed in Wilmington is the key partner for M&A-related cases. The practice handles a large volume of disclosure claims under federal law and claims for breach of fiduciary duty under state law. Reed and Clarke are currently representing Mavenir in a post-closing damages action in Delaware alleging misstatements in proxy materials relating to its August 2016 going private merger.
John Clarke; James Mathias
Other key lawyers:
John Reed; Robert Hoffman
‘The firm has a good team organization, depth in all areas and does high quality work.’
‘James Mathias is a top talent in his career prime. A good thinker, analyst, communicator. All in one package.’
Casillas Petrolum Resources Partners II, LLC; Kayne Anderson Capital Advisors
Stockholders of Cablevision Systems Corp.
Act II Global Acquisition Corp.
Haymaker Acquisition Corp. II
OneSpaWorld Holdings Ltd.
Liquidia Technologies, Inc.
StoneX Group Inc.
- Represented Casillas Petrolum Resources Partners II in a dispute regarding a $200m asset purchase agreement.
- Represented sellers of Cablevision in Delaware litigation to enforce covenant in sale agreement prohibiting layoffs at cable news network.
- Represented SPAC in stockholder litigation seeking to enjoin business combination transaction.
'The litigation and deal teams collaborate well with one another - more so than I see at other firms', says one client of Morgan, Lewis & Bockius LLP. Another highlights the firm's strong M&A litigation practice with 'top-tier lawyers who also know the Delaware courts and law well'. Among the attorneys handling post-acquisition for some of the leading corporate names in the US are Marc Sonnenfeld and Troy Brown in Philadelphia, the latter having represented Spark Energy and National Gas & Electric (NGE) in a case of seller’s remorse arising from NGE’s acquisition of Major Energy Services, which was later bought by Spark. Securities litigator Michael Blanchard in Boston is increasingly involved in stockholder litigation and, in New York, Brian Herman ('an incredible litigator') and head of global commercial litigation Susan DiCicco also play key roles in deal-related cases.
Marc Sonnenfeld; Troy Brown; Michael Blanchard; Brian Herman; Susan DiCicco
‘I get to work with many different law firms throughout the nation. The team at Morgan Lewis is one of the strongest I know. They are top-tier lawyers who also know the Delaware courts and law – the courts and law governing the nation’s corporate law – well. They can read the situation and also look around corners to anticipate the pros and cons of a given strategy.’
‘The litigation and deal teams collaborate well with one another – more so than I see at other firms.’
‘Brian Herman is an incredible litigator. We have worked on several cases together, including litigated a defense of a novel transaction structure in front of the Chancellor of the Court of Chancery.’
‘Best in class and Troy Brown is the best litigation attorney. You pay for what you get.’
Edison Energy/Altenex LLC
Zimmer Biomet Holdings, Inc.
Spark Energy, Inc. (Spark), and National Gas & Electric, LLC (NGE)
- Represented Defendants Spark and NGE in a post-M&A 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.
- Secured a complete victory for Zimmer Biomet and two of its Florida distributors when the Complex Business Litigation Division of State Court in Hillsborough County, Florida, granted in full the motions to dismiss contract, tortious interference, and declaratory judgment claims brought by a former distributor of Zimmer Biomet’s pre-merger products.
- Represent Medacta and a distributor it acquired in Southern California in an American Arbitration Association proceeding and in a lawsuit pending in Tennessee federal court.
Potter Anderson & Corroon LLP
Potter Anderson & Corroon LLP in Wilmington is a highly rated Delaware firm that frequently works alongside national defense firms to handle high-stakes M&A disputes. The firm was recently part of a large team of defense counsel for directors and officers of Providence Service Corporation, who faced allegations of violating their their fiduciary duties in approving a financing transaction with a significant shareholder to consummate a pending acquisition. Among its standout lawyers are former Delaware judges, one of whom is Myron Steele.
Schulte Roth & Zabel LLP in New York is best known for securities litigation but litigation group co-chairs Michael Swartz and Peter White lead a practice that is increasingly involved in high-stakes disputes arising from contested M&A transactions. Swartz, who is also head of the shareholder activism group, frequently working on behalf of private equity firms and investors looking to support new litigation finance funds. An example is his work for Veritas Capital, for which he secured a victory in class actions arising from its acquisitions of athenahealth, Cambium Learning and Navigant. William Gussman is also active in securities fraud actions, fraudulent transfer actions, M&A litigation and partnership disputes.
Michael Swartz; Peter White
Other key lawyers:
Harbert Discovery Fund
Hudson Bay Capital
Pantera Capital Management
venBio Select Advisor
Young Conaway Stargatt & Taylor, LLP
Young Conaway Stargatt & Taylor, LLP in Wilmington is 'always seen in big cases', according to one market source, and is highly regarded among the Delaware law firms. With more than 50 years of involvement in cases in the Delaware Court of Chancery and Delaware Supreme Court, the firm is a frequent partner for national defense firms, acting as local counsel in high-value matters. With Latham & Watkins LLP, for example, the firm represented Oracle CTO Larry Ellison and CEO Safra Catz in a shareholder claim alleging overpayment in the company's $9.3bn acquisition of NetSuite. Rolin Bissell and David McBride are among the firm's key partners.
Other key lawyers:
Rollin Bissell; David McBride