Cravath, Swaine & Moore LLP ‘has the ability to dive into complex legal issues,’ handling both derivative and class action suits brought against clients arising out of, inter alia, aborted mergers, allegations of misconduct and breaches of fiduciary duties by directors and officers during the conduct of corporate transactions. Gary Bornstein frequently represents corporations and associated special committees in the wake of hostile takeovers, and is currently representing Deutsche Telekom and certain officers in a suit brought by T-Mobile shareholders alleging breach of fiduciary duties in relation to its 2020 acquisition of Sprint. Bornstein co-heads the firm’s litigation department with Kevin Orsini, an experienced litigator before the Delaware Court of Chancery, where he defended Disney against a stockholder suit seeking an inspection of its records following its information-sharing agreement with ValueAct Capital. Justin Clarke is also representing Deutsche Telekom in its dispute with T-Mobile stockholders, and is noted for his expertise in securities trials. Robert Baron is another highly experienced name in the team.  All lawyers mentioned are in New York.

In addition to representing clients in court, Kirkland & Ellis LLP also advises them on strategies to mitigate the risk of M&A-related litigation when conducting acquisitions. The team is experienced in handling suits initiated by activists and stockholders in the wake of both completed transactions and busted deals before both the New York courts and the Delaware Court of Chancery. Sandra Goldstein is sought after by clients facing shareholder-led derivative suits and in the wake of hostile takeovers, notably defending TKO Holdings chairman Vince McMahon alongside Stefan Atkinson following a suit launched by former WWE stockholders in relation to the merger between WWE and Endeavor Group to form TKO Holdings. The highly experienced Yosef Riemer offers decades of experience in handling securities class actions and fraud allegations made against directors and officers. All lawyers mentioned here are based in New York.

Latham & Watkins LLP assists clients across litigation arising at all stages of the merger process, defending them in both pre- and post-merger suits, including stockholder claims pertaining to breaches of fiduciary duties, busted deals and shareholder activism, in addition to situations where corporate governance is alleged to have impacted a company’s value. The practice’s leadership team consists of Michele Johnson out of Orange County, San Diego-based Colleen Smith and New York’s Blair Connelly, all of whom have considerable experience in defending merger-related derivatives and securities suits. June 2024 saw Johnson win at appeal before the Delaware Supreme Court, which upheld the decision to dismiss former Valtech shareholders’ suit against Edwards Lifesciences, having alleged that Edwards failed to make efforts to develop Valtech’s Cardioband transcatheter following a 2017 merger. Smith and Connelly appeared together for Searchlight Capital Partners in the Delaware Court of Chancery, where they negotiated a settlement between the client and shareholders, the latter having accused the former of breaching fiduciary duties in its 2022 take-private of Hemisphere Media Group. Also in Orange County, Kristin Murphy is noted for her expertise in securities and commodities fraud trials, and is currently representing Aimmune Therapeutics, Inc. and its former CEO against a shareholder suit arising out of its acquisition by Nestlé under ss. 14(e) and 20(a) of the Securities Exchange Act 1934.

Paul, Weiss, Rifkind, Wharton & Garrison LLP is a regular before the Delaware Court of Chancery, where it coordinates defenses of companies facing shareholder suits as a result of completed and aborted mergers, SPAC transactions and deals where breaches of fiduciary duties have been alleged. Both based in New York, Andrew Gordon and Jaren Janghorbani head the practice and in 2024 spearheaded the defense of Archer Aviation’s merger with Moelis via a de-SPAC transaction, with shareholders alleging material misstatements led to an inflated share price. Wilmington-based Andre Bouchard, who previously served as Chancellor of the Delaware Court of Chancery, also represented Archer and Moelis. Geoff Chepiga, deputy chair of the firm’s M&A litigation team, achieved the dismissal of a class action brought against former Discovery shareholder Advance Publications that alleged misstatements on a pre-merger earnings call inflated the company’s shares prior to completion of the Warner Bros – Discovery merger. Lewis Clayton is noted for his expertise in representing clients in pre- and post-closing disputes, appraisal litigation and securities fraud matters.

The ‘calm, yet authoritative demeanor’ of Simpson Thacher & Bartlett LLP‘s M&A litigators allows them to secure favorable results for companies, their directors and officers and private equity sponsors in pre-merger suits and post-closing appraisal proceedings and claims for damages. Spearheading the firm’s efforts are Jonathan Youngwood, who represented Paramount Global in defense of a suit brought by Employees’ Retirement System of Rhode Island, which suspected breaches of fiduciary duty in the former’s proposed merger with Skydance Media, and Lynn Neuner, who was able to secure a settlement between Pfizer and former Mylan shareholders in relation to Mylan’s merger with Pfizer’s Upjohn division. Fraud specialist Peter Kazanoff assisted the Special Committee of General Growth Properties in reaching a settlement with shareholders who alleged the Special Committee had breached its fiduciary duties while overseeing the company’s sale to Brookfield Property Partners. Palo Alto’s Stephen Blake merges expertise in M&A and regulatory litigation, and in 2024 represented Microsoft against a claim launched by a stockholder who alleged that Microsoft aided and abetted breaches of fiduciary duty by Activision and certain directors in the companies’ 2023 merger. All lawyers named are New York-based unless otherwise specified.

Skadden, Arps, Slate, Meagher & Flom LLP Wilmington-based M&A litigation team represents defendants facing suits from the pre- to post-closing phases of mergers, including in stockholder derivative disputes and securities class actions. Paul Lockwood heads the firm’s Wilmington office and is frequently tasked with defending clients facing, inter alia, breach of fiduciary duty and fraud suits in the Court of Chancery. He is currently representing Dupont de Nemours, Inc. and Corteva, Inc. in relation to alleged fraudulent transfers tied to the former’s spinoff of The Chemours Company and Dupont’s subsequent merger with Dow Chemical. On this matter Lockwood worked alongside Cliff Gardner, who both advises board of directors on their fiduciary duties and represents them where shareholder accuse them of failing to keep to those standards. Edward Micheletti is sought after for his experience in representing client against activist shareholders and in the event of hostile takeovers and busted deals. In 2024 he represented Activision after a stockholder accused it of violating the Delaware General Corporation Law in its merger with Microsoft.

Often retained for exceptionally complex M&A-related disputes, Wachtell, Lipton, Rosen & Katz is adept at defending clients facing both shareholder-led and regulatory lawsuits tied to pre- and post-merger issues, including alleged breaches of fiduciary duties by directors and officers and busted deals. William Savitt is tasked by both corporations and individual directors with representing them in class actions, governance-related suits and proxy contests. 2024 saw him represent Alex Rodriguez and others in arbitration proceedings relating to their purchase of the Minnesota Timberwolves and negotiated a settlement for Banco Santander following the sale of its US auto loans subsidiary, where minority shareholders alleged they were unfairly squeezed out. Ryan McLeod also assisted on the Santander matter, and has considerable experience in litigating transaction-based disputes in addition to those stemming from disagreements between boards and shareholders on governance and related proxy contests. Leading the practice alongside Savitt is Jonathan Moses, whose practice spans securities and financial services regulatory litigation. Further trial expertise comes in the form of Randall Jackson, who represented Omni in pushing Forward Air to complete its acquisition of the former; a settlement was reached in January 2024.

DLA Piper LLP (US) litigation practice tackles cases arising out of mergers, including SPAC deals, allegations of securities fraud and directors’ breaches of fiduciary duty before state and federal courts and the Delaware Court of Chancery. Head of Delaware litigation John Reed represents companies, their boards and special committees in merger-related disputes, and in 2024 secured the dismissal of a shareholder suit against the directors of RTX (formerly Raytheon), alleging that they were conflicted and failed to uphold their fiduciary duties in the merger with United Technologies. Melanie Walker, who splits time between Los Angeles and Chicago, heads the firm’s corporate and securities practice, with particular expertise in SPAC-related cases, notably representing GigAcquisitions3, LLC and its directors against allegations they provided investors with false and misleading information in the leadup to the acquisition of Lightning eMotors. In Wilmington, Ronald Brown also worked on the RTX matter alongside Reed.

Freshfields‘s shareholder litigation team offers considerable trial experience to clients facing suits linked to both M&A activities and corporate governance issues, including allegations of breaches of fiduciary duties by company directors and officers. In New York, Meredith Kotler and Mary Eaton specialize in defending stockholder challenges to M&A deals and tackling securities class actions; recently they secured the dismissal of several claims brought by Viela stockholders against AstraZeneca, alleging that its 2018 spinoff of Viela was done at below market value and under pressure from AstraZeneca officers. Kotler and Eaton spearhead the firm’s M&A litigation alongside Silicon Valley-based Boris Feldman, who represents an impressive roster of tech clients in securities and M&A disputes, notably advising Tesla in response to shareholder claims that the board failed to act in relation to a number of business indiscretions committed by CEO Elon Musk.

Fried, Frank, Harris, Shriver & Jacobson LLP New York-based M&A litigation team represents banks, private equity houses and a raft of other defendants in claims brought in Delaware and the federal courts by shareholders in relation to acquisitions, SPAC transactions and corporate governance concerns. Heading the team are Scott Luftglass and Peter Simmons, who their offer clients expertise in taking on shareholder class actions, derivative suits and activist investors. Luftglass is currently defending Lazard against claims that, in its role as financial advisor, it aided and abetted Opiant officers in breaching fiduciary duties in the company’s acquisition by Indivior. Michael Sternheim, who in addition to representing clients in transactions-based litigation, handles a variety of internal and government investigations, frequently works alongside Luftglass on matters, including on a number of stockholder actions facing Apollo Global Management, alleging breach of fiduciary duties by its board and founders.

Litigation centered on the life sciences and pharmaceutical industries forms the core of Goodwin‘s M&A disputes practice, which defends clients in the Delaware Court of Chancery, federal courts and arbitration proceedings brought by shareholders who claim they did not receive adequate compensation from M&A deals. Boston-based Caroline Bullerjahn and Deborah Birnbach handle an array of M&A and securities litigation, and the latter achieved a notable success in 2024, securing the dismissal of a shareholder action against Qualtrics in a class action that alleged it gave favorable treatment to Silver Lake over other prospective buyers. In New York, Douglas Flaum continues to defend Cedar Realty Trust in an appeal brought by plaintiffs alleging breach of contract and fiduciary duty in relation to a merger with another REIT, while Jordan Weiss assisted Shareholder Representative Services, a former securityholder in Freshly, Inc. in a claim brought against Honeybuyer, alleging it failed to honor the terms of the merger agreement for Freshly. Jonathan Shapiro, who is based in San Francisco, represented the former head of legal at SVB subsidiary Boston Private Bank, in a class action brought under the Securities Act 1933.

‘Top notch Delaware litigation firm’ Morris, Nichols, Arsht & Tunnell LLP is frequently tasked with representing clients in precedent-setting disputes, ranging from defending against activist shareholders and challenges to mergers, including SPAC transitions, and is also well versed in defending clients facing demands for books and records inspections. Megan Ward Cascio, whose experience encompasses both merger and proxy contests,  heads the team alongside Kevin Coen. William Lafferty has a strong record in takeover litigation, while further M&A disputes experience comes in the form of John DiTomo, who defends case in the financial services space. among others.

Weil, Gotshal & Manges LLP accompanies clients across all stages of the M&A process, helping to craft strategies that mitigate the risk of subsequent litigation, but also representing clients where shareholders launch appraisal requests and breach of fiduciary duty claims. The firm also has a strong track record in advising defendants in SPAC transaction-related disputes. John Neuwirth is sought after by boards of directors and C-Suites in the face of both shareholder suits and government investigations, and in June 2024 he, alongside Evert Christensen, was able to secure the dismissal of American Securities from a suit challenging its acquisition of Foundation Building Materials Inc. on the grounds that it aided and abetted breaches of fiduciary duties by Foundation and its majority stockholder, Lone Star. Neuwirth heads the practice alongside Caroline Zalka, whose expertise lies in advising boards on securities and disclosure litigation. Zalka represented Warner Bros. Discovery and achieved a dismissal of a class action that arose as a result of falling stock prices following the WarnerMedia – Discovery merger. All lawyers named here are New York-based.

A&O Shearman litigates a broad range of merger-related disputes, including those arising out of contested mergers, shareholder class actions and proxy contests, among many others. The practice is headed by a team consisting of Adam Hakki, Alan Goudiss, Paula Anderson and Mallory Tosch Hoggatt, all based in New York with the exception of Hoggatt, who splits time between NY and Houston. Goudiss recently helped SAP and its US subsidiary defeat a breach of duty claim in relation to its $12.5bn sale of Qualtrics, which the plaintiffs alleged was sold to Silver Lake despite a higher bid existing. He and Hoggatt are currently defending Altice USA against claims it violated a merger agreement with Cablevision when it laid off workers at one of its local news stations. Hakki is renowned for his expertise in handling securities and corporate governance-related litigation, with Anderson taking on a broad range of M&A and governance suits for clients.

The ‘great commercial litigators’ at Baker Botts L.L.P. are active across a number of sectors, notably energy, defending corporate clients and their directors and officers facing merger-related suits in Delaware, Texas and the federal courts, in addition to offering assistance in related securities and derivative disputes. In Houston, managing partner Danny David and Amy Hefley lead on high-value disputes for clients and in 2024 defended Camber Energy, Inc. in a suit arising out of its 2023 merger with Viking Energy Group, with a former shareholder of the latter accusing Camber’s CEO of breach of fiduciary duties. Securities litigation and white collar matters form the core of head of the litigation team Bridget Moore‘s Washington DC-based practice. Richard Harper, who heads the firm’s New York office, is sought after by TMT sector clients facing M&A suits, including assisting Liberty Media in settling a shareholder derivative action related to the buyback of $2bn-worth of SiriusXM shares, of which Liberty is the controlling shareholder, alleging that Liberty directors had breached their fiduciary duties and effected a short term merger.

The team at Cleary Gottlieb Steen & Hamilton is adept at tackling shareholder suits tied to M&A deals and allegations of breaches of fiduciary duties by directors and officers, with experience in pleading cases before state and federal courts, including the Delaware Court of Chancery. Leading the practice out of the New York office is Roger Cooper, who has a strong track record for corporate defendants in shareholder class actions, derivative actions tied to both mergers and perceived failures of governance. Currently he is defending T-Mobile USA in a case brought by a stockholder alleging that certain officers breached fiduciary duties in the 2020 merger with Sprint. Another member of the core team is Mark McDonald, who handles both securities and shareholder litigation. In addition to assisting Cooper on the T-Mobile matter, McDonald also represents OCI N.V. in relation to a claim brought by joint venture partner Proman, following the former’s sale of its methanol business.

Dechert LLP‘s litigators are often tasked with defending private equity funds and their directors in shareholder actions arising out of mergers, governance decisions and alleged breaches of fiduciary duties, tackling cases in state and federal courts, including the Delaware Court of Chancery. Joni Jacobsen, who spearheads the firm’s securities litigation group, represents listed companies and their directors in class actions and derivative disputes, and in 2024 defended PureCycle Technologies against a demand to inspect books and records in Delaware and a securities fraud allegation arising out of a de-SPAC transaction, which settled in October. Neil Steiner defended a special committee of Harvest Capital Credit Corporation’s board, against shareholder allegations that directors had breached their fiduciary duties in Harvest Capital’s merger with Portman Ridge Finance Corporation, while San Francisco’s Richard Horvath represented Barcoding, Inc. in a shareholder claim alleging its directors had made material misstatements in advance of its now-closed merger with DecisionPoint Systems. Unless otherwise specified, named lawyers are New York-based.

Gibson, Dunn & Crutcher LLP takes on the spectrum of merger-related litigation, representing clients facing shareholder derivatives, securities class actions and defending individual directors against claims they breached their fiduciary duties. In San Francisco, Brian Lutz‘s practice covers corporate control and shareholder activism. Monica Loseman has a strong record in class actions, while Los Angeles’ Craig Varnen has handled cases relating to fiduciary duties.

King & Spalding LLP distinguishes itself from peers with its ability to tackle M&A disputes in both US venues and international arbitration proceedings, handling matters ranging from requests to inspect books and records to post-closing disputes and shareholder class actions. The team is headed by Atlanta’s Jessica Corley, who defended Tivity Health Inc. and current and former directors in a suit arising out of its 2019 acquisition of NutriSystem Inc., and Damien Marshall out of New York and Miami, who specializes in securities litigation. Also based in Atlanta, Warren Pope is defending Skillz Inc. against a shareholder claim that alleges its directors breached fiduciary duties and unjustly enriched themselves in its merger with Flying Eagle Acquisition Corporation and subsequent underwritten public offering.

The ‘fierce advocates’ at Willkie Farr & Gallagher LLP represent companies, funds and their directors in relation to merger-driven disputes, including allegations of breach of fiduciary duties and conflicts of interest. The core New York-based team includes chair of the litigation team Tariq Mundiya, who handles both merger and corporate control matters. Alongside him, Sameer Advani and Shaimaa Hussein co-head the M&A litigation group, tackling merger disputes, shareholder class actions and derivative suits. Mundiya and Advani both represented Sarissa Capital Management and its CEO in a dispute alleging they misled stockholders and engaged in insider trading in the runup to their sale of Bioverativ to Sanofi. Hussein continues to represent officers and directors of Spruce Power Holdings in relation to its acquisition of XL Hybrids, Inc. and the latter’s subsequent share price drop, reaching a number of settlements.

The ‘outstanding trial team’ at Winston & Strawn LLP occupies a notable niche in SPAC transaction-related disputes and is also adept at handling merger suits with cross-border elements, in addition to defending companies and their directors and officers against breach of fiduciary duty allegations. Heading the firm’s securities litigation team is New York’s James Smith, who led the defense of Cantor Fitzgerald in the face of claims it breached multiple provisions of the Exchange Act in the de-SPAC merger between CF Finance Acquisition Corp. II and View, Inc., securing a dismissal with prejudice in April 2024. Chicago-based William O’Neil stands out for his expertise in representing strategic acquirers in M&A disputes, while John Schreiber, who splits his time between Los Angeles and New York, continues to represent Oaktree Capital Management in a matter alleging it failed to abide by an asset purchase agreement.

Brown Rudnick LLP‘s M&A litigators specialize in tackling cases for private equity firms and corporate purchasers, overseeing cases centering on busted deals, earnout disputes and other breaches of contract. Heading the team in tandem are New York’s Dylan Kletter, and Mark Baldwin, based in Hartford and focused on both class actions and shareholder derivative actions.  July 2024 saw Kletter secure the dismissal of a suit brought by Ordital against Prometheus, alleging that the latter had breached post-closing commitments concerning earnout calculations. Also splitting time between New York and Hartford is Anthony Boccamazzo, who worked alongside Kletter on the Prometheus matter and who frequently defends private equity houses and their portfolio companies in disputes arising out of collapsed mergers.

Bryan Cave Leighton Paisner assists clients craft their pre-trial strategies and defends them before the courts in earnout disputes, allegations of fraud and other merger-related disputes. St. Louis-based Herb Giorgio handles everything from representations and warranties claims to earnout litigation, leading the team alongside fellow St. Louis litigator Mark Leadlove. Giorgio is currently defending EverQuote in a dispute with shareholders in the Delaware Court of Chancery, who allege EverQuote failed to make efforts to trigger earnout payments. Leading the team alongside Giorgio and Leadlove is San Francisco’s Meryl Macklin, whose practice encompasses both M&A and governance disputes. She is defending Ready Capital In Hawaii State Court against claims made by a shareholder that he lost money following a de-SPAC transaction to acquire several Broadmark entities.

Schulte Roth & Zabel LLP New York-based team litigates M&A disputes on behalf of hedge funds and private equity sponsors, ranging from post-purchase adjustments to defending against activist shareholders and proxy fights. Axar Capital Management and its former chairman relied on the team in the face of a derivative suit by StoneMor, Inc., alleging that Axar, as StoneMor’s majority shareholder, breached fiduciary duties when selling common stock to Axar; the matter was dismissed in January 2024. Randall Adams takes on shareholder class actions for his clients and is also well versed in representing investment firms and their boards in securities litigation. Former team head Michael Swartz departed to Quinn Emanuel Urquhart & Sullivan, LLP in March 2025.

Vinson & Elkins LLP represents a plethora of corporate clients and private equity investors in disputes arising out of securities fraud and insider trading allegations linked to M&A and is also skilled in defending companies against shareholder activism and challenges to governance strategies. In Dallas, Craig Zieminski is experienced in tackling a broad range of shareholder suits. He leads the team alongside Michael Charlson, who works out of the firm’s San Francisco and Los Angeles offices, and specializes in shareholder derivative actions, securities litigation and allegations of material misstatements made by directors and officers in corporate transactions.