Mergers and Acquisitions Litigation

We have handled cases dealing with almost every facet of merger transactions. Whether we are representing companies, officers, directors and special committees, we are thoroughly familiar with the options available to companies for resisting efforts to sidetrack a major transaction. More importantly, we have the experience and expertise necessary to assist in evaluating those options. And we have the relationships and the credibility necessary to achieve our clients' objectives–from a "take no prisoners" defense to a quick resolution that ensures the deal will close without disruption or delay.

Broad Experience

Our experience extends to every area of fast-paced, high-stakes M&A litigation. We have successfully represented clients with respect to contested acquisitions, tender offer litigation, litigation arising out of spin-outs, and acquisitions by majority shareholders. We have also handled cases challenging the validity of poison pills and other defensive measures.

We also have a proven track record on suits seeking to rescind, terminate, and enforce merger agreements, disputes arising out of "earn-out" provisions incorporated into merger agreements, disputes regarding the allocation of merger consideration between different classes of shareholders, securities fraud claims based on statements included in SEC filings made in connection with a merger, and suits to recover "greenmail" payments made in connection with takeover battles.

Our experience extends to all realms of business including software and other internet industries, financial services, oil and gas, healthcare, medical devices, and manufacturing.

Defending Your Deal

When plaintiff counsel seeks to unwind your deal in order to turn a profit for themselves, we can ensure that their gamesmanship does not upend the product of your careful negotiation.

In our decades of combined experience, we have defended deals against claims including

• inadequate price, unfair process and inadequate disclosure
• lack of independence by directors and financial advisors
• defective financial analyses and fairness opinions
• self-dealing and corporate waste resulting from golden parachutes
• change-of-control payments, accelerated options, and other benefits paid to officers and directors
• rejection of "superior" proposals
• breaches of fiduciary duty by controlling shareholders
• squeeze-outs
• domination by chairmen and CEOs, and
• excessive break-up fees, lock-ups, no-shop provisions, and other protective measures

Representative cases include:

• Oracle Corporation. Orrick currently represents Oracle in shareholder litigation arising from its US$7.4 billion merger agreement with Sun. After expedited discovery, plaintiffs moved to enjoin the merger but Orrick successfully opposed the motion. We also represented Oracle in a stockholder suit brought in connection with its acquisition of Siebel Systems, Inc. The case went to discovery and was resolved advantageously for Oracle shortly before a scheduled motion for an injunction to prevent the acquisition. The deal was allowed to close on the schedule set by Oracle.
• PricewaterhouseCoopers LLP. We obtained a verdict for PwC following a bench trial on claims arising out of the acquisition and subsequent sale of a human resources consulting business as part of a US$280 million transaction.
• NVIDIA Corporation. Orrick represented NVIDIA in a complex shareholder dispute regarding NVIDIA's US$70 million acquisition of a former maker of 3-D graphics processors. The court found in favor of NVIDIA on all issues and rejected attempts to obtain damages from the company in excess of US$100 million.