Mergers and Acquisitions Litigation

Our litigators have handled cases attacking virtually every facet of merger transactions including contested acquisitions, tender offer litigation, litigation arising out of spin-outs, LBOs, and acquisitions by majority shareholders. We have also handled cases challenging the validity of poison pills and other defensive measures. We 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, conflicting claims to stock escrowed as "collateral" for breaches of representations and warranties, 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, securities fraud claims based on post-merger integration issues, and suits to recover "greenmail" payments made in connection with takeover battles.

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.

Our securities litigators 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
• entrenchment motivation
• 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
• excessive break-up fees, lock-ups, no-shop provisions, and other protective measures

Representative cases include:

• Madden v. Deloitte & Touche – We represented the financial advisor in obtaining a dismissal with prejudice of mass actions arising out of acquisition of managed care medical corporations; appeal pending.
• Amin v. S.G. Cowen – We represented the financial advisor in obtaining a dismissal with prejudice of mass actions arising out of acquisition of managed care medical corporations; appeal pending.