M&A litigation: plaintiff in United States

Bernstein Litowitz Berger & Grossmann LLP

Bernstein Litowitz Berger & Grossmann LLP is ‘the top of the bar‘ and is frequently cited by defense counsel as one of the plaintiff firms that make them sit up and take notice when it brings a case. The firm has a stellar track record in achieving settlements and has some of the most experienced partners in the field. Mark Lebovitch, who works in both the New York and Delaware offices, and New York-based Jeroen van Kwawegen lead the firm’s corporate governance litigation practice. Lebovitch and Delaware-based Greg Varallo led a team in the most significant SPAC-related case in the market – In re MultiPlan Corp. Stockholders Litigation – which asserted breach of fiduciary duty claims against the board of directors of and controllers of special purpose acquisition company Churchill Capital Corp. III. concerning its acquisition of Multiple, a former Hellman & Friedman portfolio company. In New York, David Wales has extensive experience in derivative, class and private actions, and Christopher Orrico is highly regarded for matters involving securities fraud, corporate governance and shareholder right. Up-and-coming partner Edward Timlin worked with van Kwawegen and Varallo on the class action brought by shareholders of Viacom challenging the company's the stock-for-stock merger with CBS.

Practice head(s):

Mark Lebovitch; Jeroen van Kwawegen


Other key lawyers:

Greg Varallo; David Wales; Christopher Orrico; Edward Timlin


Work highlights


  • Represented Hollywood Firefighters’ Pension Fund in a suit that successfully stopped GCI Liberty’s and Liberty Broadband’s controlling stockholders from consolidating their voting power at the expense of stockholders while securing a $110m cash settlement.
  • Represented the plaintiffs In re The Williams Companies Stockholder Litigation, in which the court struck down a novel and “extreme” poison pill adopted by Williams, finding that the Williams board failed to show that the measure was a reasonable and measured response to a specific threat.
  • Represented the plaintiffs in in re MultiPlan Corp. Stockholders Litigation, a class action asserting breach of fiduciary duty claims against the board of directors of and controllers of Churchill Capital Corp. III, a special purpose acquisition company.

Kessler Topaz Meltzer & Check, LLP

Based near Philadelphia and San Francisco, Kessler Topaz Meltzer & Check, LLP specializes in plaintiff-side cases, currently counting more than 350 institutional investors around the world as its clients. The firm, which  ‘handles serious cases and is in them for the long haul‘, has its centre of gravity in this space in the Pennsylvania office, where Lee Rudy, Daniel Albert and Eric Zagar are the lead partners. Rudy and Zagar acted for plaintiffs in a case against Cardinal Health’s directors and officers regarding the distribution of opioids, which ultimately settled for $124m. The same partners worked with Darren Check as co-lead counsel in a derivative action brought on behalf of Tesla and its minority stockholders challenging the company’s $2bn acquisition of SolarCity. The case is currently on appeal in Delaware Supreme Court. The firm also has a strong bench of associates, among them Grant Goodhart and Maria Starling, who play essential roles in many of the firm’s most high-profile cases.

Practice head(s):

Lee Rudy; Eric Zagar; Daniel Albert


Other key lawyers:

Darren Check; Grant Goodhart; Maria Starling


Work highlights


  • Representing two individual shareholders, in in re CardinalHealth, alleging that Cardinal’s board and certain officers ignored numerous “red flags” that should have alerted them to the company’s failure to abide by opioid distribution laws.
  • Representing Arkansas Teacher Retirement System in a derivative action brought on behalf of Tesla, Inc. and its minority stockholders challenging Tesla’s 2016 $2bn acquisition of SolarCity Corporation, alleging that the deal was essentially a bailout of the financially struggling SolarCity, which was founded and run by Elon Musk’s cousins.
  • Conducted a three-week jury trial on behalf of shareholders of Fannie Mae and Freddie Mac against the corporations Federal Housing Finance Agency, regarding the defendants’ conduct in connection with the implementation of the Third Amendment to the Senior Preferred Stock Purchase Agreements between Fannie Mae, Freddie Mac, and the United States Treasury, dated August 17, 2012.

Grant & Eisenhofer P.A.

The Wilmington office of Grant & Eisenhofer P.A. has a stellar track record with practice heads Jay Eisenhofer in New York and Delaware-based partners Michael Barry and Christine Mackintosh at the helm. Mackintosh, who is ‘an excellent litigator and trial lawyer, always prepared with a plan that is well executed‘, achieved a $300m settlement in a cross-jurisdictional derivative action against controlling shareholders of Renren, Inc., a Cayman Islands incorporated social media company headquartered in China, which challenged a transaction in which Renren spun off the company’s valuable investment portfolio to a private entity controlled by Renren insiders in exchange for that plaintiffs claim is inadequate consideration. Mackintosh and Barry also acted for institutional investors in a high-profile lawsuit against McDonald’s board members over a $56m golden parachute for ex-CEO Steve Easterbrook, who was fired in 2019 after having an affair with a senior female employee. Kimberly Evans is now at Block & Leviton LLP.

Practice head(s):

Jay Eisenhofer; Michael Barry; Christine Mackintosh


Testimonials

‘Christine Mackintosh is an excellent litigator and trial lawyer. Always prepared. Always a plan that is well executed. A joy to work with.’

Work highlights


  • Achieved a $300 million settlement of a complex cross jurisdictional derivative action brought in state court in New York on behalf of Renren, Inc., a Cayman Islands incorporated social media company headquartered in China.
  • Serving as co-lead counsel in a stockholder class action challenging the $900 million merger between MSG Entertainment Corp. and MSG Networks Inc. The firm filed the suit following a Section 220 demand made on MSGN to investigate potential breaches of fiduciary duties relating to the acquisition.
  • Serving as co-lead counsel representing institutional investors in a high-profile lawsuit against McDonald’s board members over a $56 million golden parachute for ex-CEO Steve Easterbrook, who was fired in 2019.

Labaton Keller Sucharow LLP

The Delaware office of Labaton Keller Sucharow LLP is home to an M&A litigation practice that is ‘excellent at identifying the strongest claims in each case and aggressively prosecuting those claims without wasting time and resources on less strategically relevant issues‘. Lead partner Ned Weinberger is ‘already one of the best stockholder lawyers in Delaware – his judgment and strategic thinking combined with a depth of understanding of the law make him a tenacious advocate for his clients‘. He recently acted as co-lead counsel in a class action against controlling stockholders of Dell, who are accused of breaching their fiduciary duties and expropriating billions of dollars in value from Dell’s Class V Stockholders – the defendants settled the suit with only three weeks left before trial with an agreement for a $1bn cash settlement, which is currently awaiting court approval. Up-and-coming partner Mark Richardson played a key role in that matter. Michael Wagner joined from Smith, Katzenstein & Jenkins LLP in late 2022, bringing extensive experience in the representation of stockholders against corporate officers and directors in the Delaware Court of Chancery.

Practice head(s):

Ned Weinberger


Other key lawyers:

Michael Wagner; Mark Richardson


Testimonials

‘Ned Weinberger and his team are excellent at identifying the strongest claims in each case and aggressively prosecuting those claims without wasting time and resources on less strategically relevant issues.’

‘Ned Weinberger is the leader of the practice and is already one of the best stockholder lawyers in Delaware. His judgment and strategic thinking combined with a depth of understanding of the law make him a tenacious advocate for his clients.’

Key clients

Steamfitters Local 449 Pension Plan


Peggy Olenik


Plumbers and Steamfitters Local 60 Pension Trust


Jody Britt


Shareholders of Sears Hometown and Outlet Stores, Inc.


Nantahala Capital Partners II Limited Partnership


Massachusetts Laborers’ Pension Fund


Cambridge Retirement System


Macomb County Employees’ Retirement System


Shareholders of Straight Path, including JDS1 LLC and The Arbitrage Fund


Richard Rose and Dennis E. Murray Sr.


Teamsters Local 443 Health Services & Insurance Plan


Work highlights


  • Representing Steamfitters Local 449 Pension Plan in In re: Dell Technologies Inc. Class V Stockholders Litigation, a Delaware case stemming from a $23.9 billion conversion of Dell stock in 2018.
  • Representing Nantahala Capital Partners II Limited Partnership shareholders of QAD Inc. in a suit against the company, its controlling stockholder and several directors for breach of contract and breaches of fiduciary duty, and against Thoma Bravo and its affiliates for aiding and abetting such breaches of fiduciary duty in connection with Thoma’s June 27, 2021 proposed acquisition of QAD.
  • Represented Macomb County Employees Retirement System in a derivative action against the officers and director of Stamps.com for breach of fiduciary duty, insider selling, and corporate waste ($30 million settlement, plus corporate governance reforms).

Robbins Geller Rudman & Dowd LLP

Robbins Geller Rudman & Dowd LLP continues to be involved in some of the leading cases in the market. The firm has a 27-partner shareholder derivative and corporate governance practice with extensive trial experience. The firm continues to handle high-stakes cases such as the SCANA energy case, alleging that the proposed acquisition of SCANA Corporation by Dominion Energy, Inc. was an effort to fraudulently cover up a multi-billion dollar nuclear reactor project.  That case, led by practice head Randall Baron in San Diego, settled for $63m. Shawn Williams in San Francisco, San Diego-based Travis Downs and New York partners Chad Johnson and Noam Mandel in New York are other key members of the practice group.

Practice head(s):

Randall Baron


Other key lawyers:

Travis Downs; Shawn Williams; Chad Johnson; Noam Mandel


Brown Rudnick LLP

Brown Rudnick LLP has two skilled partners based in Hartford who handle focus on M&A and private equity litigation, both on the defense side and for plaintiffs. Though the practice is small, Mark Baldwin and Dylan Kletter have significant experience and clients remark that they are ‘tough-minded, fight tirelessly and are clearly smart on all issues and strategy‘. Frequently active in the Delaware Court of Chancery and in the Southern District of New York, as well as other fora across the US, the firm is a key adviser to one of the country’s largest professional shareholder representative service providers. This gives the firm a prominent role in fraud claims, earnout disputes, pre- and post-closing litigation, and disputes concerning breaches of representations, warranties and covenants.

Practice head(s):

Dylan Kletter; Mark Baldwin


Testimonials

‘Comprehensive expertise across multiple areas to provide the best “team” approach — in my case, it was involved litigation, tax, and corporate business issues, and was particularly important to have attorneys that could support the lead litigator when necessary. The level of service, accessibility, and pragmatism was also evident throughout a lengthy engagement.’

‘Tough-minded, fought tireless on my behalf, clearly smart on all issues and strategy, and most important at times was especially pragmatic on what to fight for and how given the cost/benefit of the litigation itself. Complete trust in all respects.’