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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.


Our Practice

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.

We 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. Today, as plaintiffs’ strategies continue to evolve, we have extensive experience defending clients – and prevailing – in the emerging area of Delaware appraisal rights actions.

Our M&A Litigation Group works hand in hand with 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.

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