Mergers & Acquisitions Litigation
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Clients with major transactions routinely face shareholder and other litigation seeking to block or enforce a deal. As experienced and business-savvy litigators, we are able to fend off many such cases, often breaking new legal ground in the process.
Clients turn to our Mergers & Acquisitions (M&A) Litigation Group to defend them in a wide spectrum of disputes that arise in the M&A context. We are experienced in managing the most complex M&A disputes, including litigation filed in multiple state and federal jurisdictions and under expedited discovery timetables.
We regularly achieve favorable outcomes for our public company clients in ERISA and shareholder class actions, as well as matters related to hostile tender offers; deal termination litigation; proxy contests; shareholder “bump-up” suits; and others. Our team also frequently handles litigation emerging from private company transactions, including breach of contract actions, corporate control disputes and earn-outs, among other issues. Clients rely on us during all phases of a proposed transaction, from the planning phase – where we counsel clients considering transactions on litigation strategy, flagging potential disputes related to deal protection, disclosure obligations, conflicts of interest and executive compensation, among other issues – to pre-closing challenges and post-closing litigation.
The team litigates a high volume of significant cases before the Delaware Court of Chancery, and has played leading roles in several landmark M&A-related disputes in recent decades. On behalf of an acquirer, Fresenius, we recently won a first-ever ruling by the Delaware Court of Chancery, affirmed by the Delaware Supreme Court, that a Material Adverse Effect, or MAE, was justified based on post-signing financial decline and other factors. The following year, representing a target, Channel Medsystems, in the first MAE deal termination litigation after the Fresenius decision, we secured a decision compelling the acquirer to consummate the deal. 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 also regularly advise executives, boards of directors, special committees and independent committees on fiduciary duties and other Delaware law aspects of corporate management. Our lawyers are particularly adept at helping companies and their boards navigate the labyrinth of litigation—including shareholder class and derivative actions, appraisal rights actions, and Section 220 actions, among others—that can accompany significant transactions and adverse developments.
The attorneys in our Wilmington office, including a former Chancellor and a former Vice Chancellor of the Delaware Court of Chancery, liaise closely with our New York litigators and our top-tier corporate M&A team that has deep experience in the challenges and key disciplines – including tax, ERISA, real estate, intellectual property and environmental – that arise in the transactional context. Clients are also supported by one of the country’s premier regulatory defense teams, with experience in defending related SEC investigations and enforcement actions, bringing to bear effective representation across the lifetime of a transaction.