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  1. M&A: litigation: defense
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Cravath, Swaine & Moore LLP provides ‘top-quality service with immediate responses and advice that is always spot on; the firm quickly finds creative and commercial resolutions’. Sandra Goldstein is ‘at the very top of the list of M&A litigators - few, if any, can match her tenacity and skillful advocacy’. She helped 3G Capital and HJ Heinz achieve settlement of a derivative action filed in Virginia state and federal courts and Illinois federal court arising from Heinz’s $60bn merger with Kraft Foods. Gary Bornstein’s highlights included the dismissal of a class action against his client AGL Resources regarding its $12bn acquisition by The Southern Company. Respected practitioner Robert Baron represented Grupo Villar Mir in settling a class action alleging breach of fiduciary duty in its merger with Globe Specialty Metals. The firm’s precedent-setting work included securing a dismissal for First Citizens BancShares that enables Delaware corporations to adopt foreign forum selection bylaws. Kevin Orsini is highly recommended. The firm counts IBM Corporation and British American Tobacco among its clients.

Kirkland & Ellis LLP has ‘an excellent litigation practice with extremely knowledgeable lawyers giving excellent advice’. Yosef Riemer has ‘an outstanding practice and is at the top of the game for private equity litigation, having led some pivotal cases’. He achieved a major victory for Bain Capital and Golden Gate Capital’s portfolio company BMC Software in a case relating to its $6.9bn take-private transaction by securing a favorable opinion in the largest Delaware statutory appraisal action ever to reach a post-trial decision. Riemer and Matthew Solum defended former directors of Clearwire Corporation in a breach of fiduciary duty lawsuit challenging its $14bn acquisition by Sprint. Solum and Jay Lefkowitz acted for Epiq Systems in litigation and a proxy contest. Los Angeles-based Mark Holscher, who had a key role in defending Pershing Square Capital Management in cases arising from its hostile takeover bid for Allergan, is also recommended. All named attorneys are based in New York except where otherwise stated.

Latham & Watkins LLP is ‘at the top of the market’, according to clients, and provides ‘a great service in a timely, professional and effective way’. Peter Wald in San Francisco and Orange County-based Michele Johnson scored a major victory for Allergan in matters arising from a hostile takeover bid by Valeant Pharmaceuticals and continue to represent the company in a related class action against Valeant and Pershing Square Capital Management. Johnson and Los Angeles-based Brian Glennon achieved a favorable settlement in their defense of Avago Technologies in challenges in state and federal court to its $37bn acquisition of Broadcom. In New York, Blair Connelly and ‘elder statesman of the M&A barJames Brandt achieved the dismissal of all post-closing claims of breach of fiduciary duty and aiding and abetting for Books-A-Million in a class action in Delaware that challenged its take-private transaction. Jeff Hammel’s highlights included defending JPMorgan Securities in a case arising from the $54bn merger of pharmaceutical companies AbbVie and Shire. Colleen Smith in San Diego is also recommended.

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Simpson Thacher & Bartlett LLP’s team is ‘extremely talented in Delaware business law’ and its New York team has real strength in depth. Its stars include Peter Kazanoff, who defended Microsoft in cases arising from its $26bn acquisition of LinkedIn and represented Tyco in a challenge to its multibillion merger with Johnson Controls; Joseph McLaughlin, who secured the voluntary dismissal of a putative breach of fiduciary duty class action against the board of Halcón Resources Corp; and Paul Gluckow, who acted for ADT Corporation in four actions related to its acquisition of Apollo Global Management, all of which were voluntarily dismissed. Litigation co-chair Jonathan Youngwood and rising star Craig Waldman (who is ‘a real leader in his field’) acted for Blackstone Group in purported class actions challenging its $8bn acquisition of BioMed Realty Trust. James Kreissman in Palo Alto led a team that defended Silver Lake Partners in 26 class actions arising from its $24.8bn acquisition of Dell and its $67bn acquisition of EMC.

Skadden, Arps, Slate, Meagher & Flom LLP is ‘one of the firms that wrote the book on M&A and, as a result, has a prominent role in the litigation space’. Edward Welch leads the firm’s Wilmington office, where the team focuses not only on matters at the Delaware Court of Chancery but in federal and state courts across the US. Welch’s highlights included acting for CME Group in matters concerning its proposed $580m takeover of GFI Group. Edward Micheletti led a team that won two high-profile cases in Delaware for American Apparel, winning injunctive relief against CEO Dov Charney in one of them. He also defended independent directors of Viacom in breach of fiduciary duty claims brought by stockholders in class actions and derivative complaints. Another leading light is Robert Saunders, who represented directors of Rite Aid Corporation in stockholder litigation concerning its $17.2bn acquisition of Walgreens Boots Alliance and acted for Sprint Communications and Clearwire in fiduciary duty and appraisal lawsuits.

Sullivan & Cromwell LLP’s litigation and transactional teams have become one of the dominant forces in the M&A market. John Hardiman, who won a $1.5bn victory for a European telecoms company in a multi-jurisdictional ICC arbitration concerning an international acquisition, and Brian Frawley are leading lights in New York. Frawley’s highlights included representing Columbia Pipeline Group in a challenge to its $13bn acquisition by TransCanada, in which he defeated a request to expedite litigation. Robert Sacks in Los Angeles, who has built a strong reputation in appraisal litigation, achieved a favorable settlement for ACE Ltd in a consolidated class action arising from the $28bn acquisition through merger with Chubb Corporation. Frawley and Sacks represented Valeant Pharmaceuticals in a securities class action filed in California that alleged the company provided inside information to Pershing Square Capital Management about its $55bn attempted takeover of Allergan. The firm’s client list includes AT&T, Onyx Pharmaceuticals and Everbank.

Wachtell, Lipton, Rosen & Katz is ‘the crème de la crème, undoubtedly at the top of the market, a fantastic M&A shop and absolutely a first-tier player’. Having set the doctrinal framework for M&A litigation over the years, the firm continues its run of success in high-stakes matters. William Savitt, who is ‘one of the best M&A litigators around’ and has a long track record of victories in the Delaware Court of Chancery, defended Lexmark International and its board in a challenge to its $3.6bn acquisition by a consortium of investors led by Apex Technology. The team successfully argued that the case should be moved from Kentucky state court to Delaware due to forum selection bylaws and the case was dismissed. Savitt, who co-leads the practice with Jonathan Moses, represented all defendants in An Nguyen v Michael G Barrett, et al, which challenged disclosures issued by Millennial Media in connection with its 2015 acquisition by AOL. The court dismissed all claims. Rising star Ryan McLeod is now a partner.

At Weil, Gotshal & Manges LLP, ‘the work is always of high quality and the team has an unmatched wealth of experience’. John Neuwirth and Joseph Allerhand in New York are ‘brilliant, the best in the business; tough yet smart’. Neuwirth led the defense of Fidelity National Financial in an appraisal case arising from a $2.9bn merger that included the acquisition of Lender Processing Services. After a four-day trial in Delaware, the court confirmed the deal price as fair value. Allerhand defended Kinder Morgan in shareholder litigation challenging its $70bn corporate consolidation, in which the Delaware Supreme Court upheld the dismissal of all claims. He also won a significant decision for Signet Jewelers when the Delaware Supreme Court unanimously affirmed the Court of Chancery’s dismissal of Singh v Attenborough, which challenged the company’s $690m acquisition of Zale Corporation. Jonathan Polkes won a major appellate victory for Lehman Brothers Holdings in a case that raised objections to its $16bn sale of Archstone Enterprise.

Cleary Gottlieb Steen & Hamilton LLP in New York has a standout litigator in Meredith Kotler, whose highlights included representing industrial gas producer Air Liquide in matters relating to its $13.4bn acquisition of US distributor Airgas. Kotler also acted as counsel to Goldman Sachs in litigation relating to its role as financial adviser to medical device maker Volcano Corporation, which was sold to Koninklijke Philips for $1.2bn. With Lawrence Friedman, she advised Google on a challenge to its acquisition of Motorola Mobility. The firm also handled litigation for Danfoss, Kindred Healthcare and EVOQ Properties. Mitchell Lowenthal and Roger Cooper are also recommended.

Davis Polk & Wardwell LLPshould certainly be considered one of the top firms in this space’ and has a go-to practice for high-stakes litigation. Neal Potischman in Menlo Park is a key figure and his highlights included representing JPMorgan in litigation and appraisal petitions resulting from the $24bn acquisition of Dell by Michael Dell and Silver Lake Management. He also acted for Micrel and several of its directors in matters related to its $830m sale to Microchip Technology, and represented Affymetrix in shareholder litigation concerning its proposed acquisition by Thermo Fisher Scientific. Lawrence Portnoy in New York advised NBCUniversal on its $3.8bn acquisition of Dreamworks Animation and potential litigation related to the deal. Newly promoted Andrew Ditchfield is also recommended.

Gibson, Dunn & Crutcher LLP is ‘well versed in Delaware law and in M&A litigation in its broadest sense’, says a client who notes that ‘its past experience in bet-the-company litigation is compelling’. In San Francisco, Brian Lutz, who scored a major victory for pharmaceutical company DepoMed by fending off a $3bn hostile takeover bid from Horizon Pharma, and department co-head Thad Davis are key figures. In Orange County, Meryl Young, who advised Newport Corporation on a matter arising from its $980m acquisition by MKS Instruments, is recommended. Jonathan Dickey, who advised VMWare on a shareholder class action challenging its parent company’s acquisition by Dell, and Paul Collins are the stars in Palo Alto. The New York team includes Adam Offenhartz, who secured a motion to dismiss for Towers Watson to enable its $18bn merger with Willis Group Holdings, and Robert Serio.

Morris, Nichols, Arsht & Tunnell LLP is ‘certainly one of the two leading Delaware firms and has a rich history in the Court of Chancery - it knows the legal issues at stake and can work through the most complex problems’. Megan Ward Cascio and Kevin Coen lead the practice group, and William Lafferty is hailed as ‘a go-to lawyer for matters in Delaware’. Kenneth Nachbar is another leading light and, with Cascio, he advised TradingScreen and a special committee of directors on litigation brought by a preferred stockholder regarding redemption rights. S Mark Hurd represented Capital One Finance Corporation in defending claims that directors breached their fiduciary duty of oversight in Reiter v Fairbank, et al. In Johnson v Driscoll, R Judson Scaggs successfully opposed expedition of all claims against Diamond Foods in a stockholder class action challenging its acquisition of Snyder’s-Lance Inc. Jon Abramczyk is also recommended.

Paul, Weiss, Rifkind, Wharton & Garrison LLPhas very talented people in its Delaware office’ and is ‘always at the top of the M&A litigation arena, a worthy adversary that regularly produces top-quality legal work’. Stephen Lamb in Wilmington, who served as vice chancellor in the Delaware Court of Chancery before joining the firm in 2009, and New York-based Daniel Kramer secured the dismissal of a breach of fiduciary duty claim for ADT Corporation. Also in New York are Richard Rosen, who acted for Apollo Global Management in a case regarding its $1.14bn going-private deal; Jay Cohen, who represented Time Warner Cable in a breach of fiduciary action concerning negotiations for its merger with Charter Communications; and Lewis Clayton, who is ‘a consummate leader of bet-the-company cases’ and advised CORE Media Group on an appraisal case in which the going-private deal price was confirmed as fair value. Clients also recommend ‘young, hardworking partner’ Geoff Chepiga.

Richards, Layton & Finger, P.A. is ‘best of breed among the Delaware firms’. In In re Appraisal of PetSmart, Inc, which is one of the largest appraisal matters in Delaware history, Gregory Williams led a team that successfully argued that financial advisers and PR firms do not automatically prevent privileged communications and against the waiver of PetSmart’s attorney-client privilege as a result of third-party actions. Williams, Catherine Dearlove and John Hendershot represented Dell in litigation brought by shareholders of VMware challenging Dell’s acquisition of EMC. For JPMorgan Chase, they also secured the dismissal of derivative actions following breach of fiduciary duty claims. In Gore v Al Jazeera America Holdings I, Inc, Gregory Varallo (who is ‘a lawyer you really want in the foxhole with you, incredibly smart and experienced’) and Rudolf Koch represented former vice president Al Gore and selling shareholders in litigation over a $65m escrow fund in a $500m deal. Blake Rohrbacher is also recommended.

Shearman & Sterling LLP is ‘very responsive and has high subject matter expertise along with real-world, practical experience’, including in recent high-profile matters. For Merrill Lynch, the firm secured a victory in an aiding and abetting case arising from Signet’s acquisition of Zale Corporation; New York’s Alan Goudiss and Paula Anderson led a team that achieved dismissal based on the shareholder vote. Goudiss is also representing Merrill Lynch in a class action related to the merger of Hutchison Technology and TDK Corporation. Highly respected litigator and global head of litigation Adam Hakki and Jaculin Aaron are representing former CEO of Providence Service Corporation in a Delaware derivative and class litigation alleging breach of fiduciary duty in financing transactions intended to consummate a pending acquisition. John Cove joined in San Francisco from Boies Schiller Flexner LLP.

Sidley Austin LLP has ‘a breadth and depth in litigation across the country that few can match’. New York-based Andrew Stern and Steven Bierman represented directors and officers of Duke Energy in seven derivative actions in Delaware and North Carolina that alleged breach of fiduciary duty in the replacement of announced post-merger CEO William Johnson. Stern also played a key role in the successful defense of directors of Kenneth Cole Productions in a breach of fiduciary duty class action resulting from the company’s going-private deal. In Chicago, Jim Ducayet and Kristen Seeger are acting for Walgreens in cases related to the company’s acceleration of its merger with Boots Alliance. For Keurig Green Mountain, Ducayet and rising star Nilofer Umar are handling stockholder cases that challenge its $14bn acquisition by a private equity-led group of investors. Walter Carlson is ‘a class action lawyer to be reckoned with but has a great bedside manner’.

Dechert LLP is ‘strong in Delaware law and federal securities law’. Linda Goldstein and Chicago-based David Kistenbroker provide ‘good strategic judgment and a pragmatic approach’. New York-based Goldstein and Matthew Larrabee secured victories for Alberstons LLC, Cerberus Capital Management and Safeway, Inc in merger consent proceedings and an appraisal action following Safeway’s $9.4bn merger with Albertsons. Washington DC-based Joshua Hess and Neil Steiner in New York defeated an attempt to enjoin a shareholder vote on the merger between their client VTB Holdings and Parametric Sound. Joni Jacobsen in Chicago is also recommended.

At Goodwin, Stephen Poss in Boston is acting as Massachusetts counsel for Dell Inc in shareholder litigation brought by EMC stockholders in connection with the $67bn merger between the two companies. Boston-based Deborah Birnbach and Michael Jones in Menlo Park are awaiting court approval of a settlement for Onyx Pharmaceuticals in a class action in California and Delaware that challenged its $10.4bn merger with Amgen.

Paul Hastings LLP continues to build its track record in M&A litigation with significant victories for both plaintiffs and defendants. In New York, Douglas Flaum obtained the dismissal of a nine-count civil complaint against Barclays Bank brought by a plaintiff that failed to acquire a fiber optic telecoms company and sought damages of $1.25bn. Kevin Logue’s highlights included securing the dismissal of a class action brought by unitholders of a master limited partnership (MLP). Peter Stone in Palo Alto represented Dole Foods chairman and CEO David Murdock in putative class actions in Delaware and California challenging his $1.6bn take-private transaction, successfully defeating the Delaware motion to expedite proceedings. William Sullivan in Los Angeles and Samuel Cooper in Houston are also recommended.

Reed Smith LLP is known for ‘high quality and a practical approach’. Clients single out Roy Arnold in Pittsburgh for praise. His highlights included representing a special committee of Caesars Entertainment Corporation in fiduciary duty claims relating to its $2.2bn sale of four casinos. He stands out for his work with financial services clients and with Daniel Booker he represented PNC Financial Services in consolidated derivative lawsuits alleging failure of oversight following the acquisition of National City Corporation. He also represented National Penn Bancshares and its board in three shareholder cases seeking to enjoin the company’s proposed $1.89bn sale to BB&T Corporation. The firm’s strong presence in the life sciences and energy sectors saw it represent Mylan in a challenge to its efforts to prevent a $27bn hostile takeover by Teva Pharmaceuticals.

Ropes & Gray LLP has ‘a leading practice for banks in aiding and abetting litigation’ but its practice also has a broader focus. David Hennes in New York is lead counsel to Deutsche Bank Securities in In re PLX Technology Shareholders Litigation, in which plaintiffs allege aiding and abetting of breach of fiduciary duty in the approval of the sale of PLX Technology. Hennes and Boston-based John Donovan acted for Shire US in a case alleging breach of merger agreement brought by stockholders of SARcode Bioscience following its 2013 acquisition by Shire. In Boston, clients praise Christopher Green, whose clients include Silver Lake Partners, and Peter Welsh, who acted in a multibillion-dollar appraisal case for a life sciences company.

Delaware firm Ross Aronstam & Moritz LLP is ‘very sophisticated, really lean and mean’ and has ‘a strong bench that partners with the best of the best’. The firm teamed up with Weil, Gotshal & Manges LLP to successfully represent Lender Processing Services in an appraisal case arising from its $4.2bn acquisition by Fidelity National Financial, in which the plaintiff received none of the $90m consideration it sought. Bradley Aronstam, Garrett Moritz and the ‘fantastic’ David Ross are highly recommended. The firm represented Tesla Motors in litigation arising from its $2.6bn merger with SolarCity Corp.

New York-based Tariq Mundiya, chair of the litigation department at Willkie Farr & Gallagher LLP, helped demonstrate the firm’s strong presence in the M&A litigation space with his representation of Kenneth Cole in a case brought by minority shareholders challenging his going-private transaction for Kenneth Cole Productions. The $100m action was dismissed by the New York Court of Appeals. He also achieved a settlement for software company Kony Inc in a minority shareholder action in Texas and Delaware. Todd Cosenza, who defended Morgan Stanley in a breach of fiduciary duty action relating to Mitel Networks’ $560m acquisition of Mavenir Systems, is also recommended.

Out of Houston, Baker Botts L.L.P.’s litigation chair David Sterling and Danny David (who ‘knows how to frame a persuasive argument and is in total command of the facts and the process’) represented the audit and conflicts committee of Kinder Morgan Energy Partners and the special committee of Kinder Morgan Management in a lawsuit opposing their $70bn merger. Seth Taube in New York chairs the securities and shareholder litigation practice group and Jonathan Shapiro is spearheading securities litigation in the firm’s new San Francisco office.

King & Spalding LLP has a dominant position in shareholder litigation in the Southern United States and its Atlanta office has prominent partners in the form of Michael Smith, Warren Pope and Robert Thornton. Pope’s highlights included In re Books-A-Million, Inc Stockholders Litigation, in which he represented independent directors in a class action arising from the company’s going-private transaction. Pope and Smith represented AGL Resources in a class action challenging its $12bn acquisition by the Southern Company.

Potter Anderson & Corroon LLP is ‘really closing the gap on the leading Delaware firms’, according to one partner at a national defense firm. It acted as counsel to RBC Capital Markets in a case in Delaware Supreme Court where the Rural Metro decision set the legal standard for determining whether corporate directors breached fiduciary duty in evaluating and approving a merger. The firm’s standout attorneys include Donald Wolfe Jr, Peter Walsh, Myron Steele, Michael Pittenger and Kevin Shannon, who is ‘a first port of call’ for national firms needing Delaware counsel.

Vinson & Elkins LLP is a major player in energy sector M&A and litigation. Dallas-based partners John Wander and Michael Holmes served as lead trial counsel to Energy Transfer Equity in expedited litigation in Delaware in which proposed merger partner The Williams Companies alleged breaches of the parties’ merger agreement. Holmes and newly promoted Craig Zieminski advised C&J Energy Services and its board on litigation arising from its stock-for-stock merger with Nabors. The case was dismissed by a Delaware judge who awarded C&J over $500,000 in damages.

The Wilmington office of Young Conaway Stargatt & Taylor, LLP is ‘excellent and its team does a lot of high caliber work’. The firm is a popular pick for national firms seeking local counsel in Delaware. Rolin Bissell, Bruce Silverstein and veteran David McBride, who is best known for activist investor cases, are among the firm’s standout partners.

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