M&A Litigation
We have an extensive M&A Litigation practice, and we actively handle cases in state and federal courts around the country. Our practice involves representing all types of clients in change of control transactions, including mergers, stock and asset purchases, tender offers, proxy contests, private-equity sponsored investments, leveraged buyouts, strategic investments, joint ventures, restructurings, divestitures and cross-border transactions. We represent buyers, sellers, financial advisors, special committees, financing sources and other interested parties. We work closely with our corporate and restructuring practices to deliver full and efficient services to clients in these areas.
Negotiated Transactions
We have an active practice in representing either acquiring corporations or acquired corporations and their boards of directors against shareholder litigation challenging negotiated transactions. Examples of these engagements include representing:
- Alberto-Culver Corporation in connection with its sale to Unilever NV;
- Allscripts-Misys Healthcare Solutions, Inc. in connection with its acquisition of Eclipsys Corporation and the secondary offering by its controlling shareholder, Misys, plc;
- Caterpillar Inc. in connection with its acquisition of Buryrus International Incorporated;
- Churchill Downs Inc. in connection with its acquisition of Youbet.com Inc.;
- Corn Products and its board of directors in connection with its proposed merger with Bunge;
- CDW and its board of directors in connection with CDW’s acquisition by affiliates of Madison Dearborn;
- First Data Corporation and several of its directors in connection with First Data’s acquisition by affiliates of KKR;
- FLIR Systems in connection with its acquisition of ICx;
- Kimberly-Clark in connection with its acquisition of I-Flow;
- Pulte Homes, Inc. in connection with its acquisition of Centex;
- The ServiceMaster Company and its board of directors in connection with ServiceMaster’s acquisition by affiliates of Clayton Dubilier & Rice;
- TomoTherapy, Incorporated in connection with its merger transaction with Accuray, Incorporated; and
- Walgreen Co. in connection with its acquisition of drugstore.com.
Hostile Bids
We also represent clients in litigation relating to hostile bids. Examples of these engagements include representing:
- Exelon in various litigation matters in multiple forums arising from its hostile bid for NRG;
- Midwest Air Group Inc. and its board of directors in litigation challenging Midwest’s opposition to an unsolicited bid by AirTran; and
- Ventana Medical Systems, Inc. and its board of directors in litigation relating to a hostile bid made by Roche Holdings, Inc.
Topping Bids
We represent prospective buyers and sellers in litigation arising from competing bid situations. Examples of these engagements include:
- Equity Office Properties Trust and its trustees in connection with the acquisition of EOP by Blackstone Group; and
- Drawbridge Special Opportunities Advisors LLC, an affiliate of Fortress Investment Corporation, in connection with its challenge to a target corporation’s refusal to consider a topping bid.
Representative Experience
Publications
