Mergers &
Acquisitions
Litigation

Our Mergers & Acquisitions Litigation Group handles a wide range of high-stakes disputes that arise in the M&A context, from shareholder litigation challenging corporate transactions, to battles related to hostile takeovers, corporate control and breach of contract allegations. Our track record in the most complex M&A disputes, including matters filed in multiple state and federal jurisdictions or under expedited discovery timetables, is unparalleled. Our Wilmington office, led by a former Chancellor of the Delaware Court of Chancery, gives our clients a powerful advantage in the nation’s most influential forum for corporate law.

We advise clients throughout the transaction lifecycle, from the planning phase—where we assist in anticipating and avoiding potential litigation risks related to deal protection, disclosure obligations, conflicts of interest and executive compensation—to the pre-closing and post-closing phases, where we defend or enforce our clients’ rights and obligations. Our lawyers are particularly experienced in representing companies and their boards in deal termination disputes, shareholder class and derivative actions, appraisal rights actions, and Section 220 demands and actions, among others. We also regularly counsel executives, boards of directors, special committees and independent committees on fiduciary duties and other Delaware law aspects of corporate management.

Our lawyers have played leading roles in landmark M&A-related disputes in recent decades, both on the defense and plaintiffs’ side. In the Court of Chancery, we represented Fresenius in the first-ever ruling that a Material Adverse Effect (MAE) was justified based on post-signing financial decline and other factors. Shortly thereafter, we secured a decision compelling an acquirer to consummate a deal, the first such decision in an MAE case following the landmark Fresenius ruling. We previously represented a party in the seminal case defining a “tender offer” under the Williams Act; Revlon in the landmark 1986 Delaware Supreme Court decision that established so-called “Revlon duties” of directors; and Warner Communications in the 1990 Delaware opinion holding that stock-for-stock mergers do not trigger Revlon duties. We have also secured significant victories for clients in federal and state courts in preliminary injunction motions seeking to halt a transaction, post-close disclosure disputes, and conflicted controller claims.

Our clients benefit from our close collaboration with our corporate M&A team, which offers market-leading experience and perspective on a full range of deal-related issues, including those concerning takeover battles, corporate governance, shareholder activism, and director and officer responsibility. We also leverage the expertise of one the country’s premier regulatory defense teams, bringing to bear effective representation across the lifetime of a transaction.