Merger and acquisition activity attracts litigation in connection with almost every business transaction. Our M&A litigators work with a variety of companies to anticipate potential issues before a transaction is announced, and then develop strategies throughout the life cycle of merger litigation. We leverage the global reach and wide range of legal disciplines of our full-service law firm and have both the knowledge and strategic vision to handle a diverse range of cases, including those involving multiple jurisdictions, expedited discovery and preliminary injunctions. Our lawyers work regularly with colleagues from the firm’s M&A, Corporate Governance and Private Equity practices to address issues concerning all types of litigation and provide representation tailored to suit the specific needs of our clients.
“Sidley Austin LLP’s M&A lawyers provide in-depth experience in the structuring, negotiation and financing of a broad range of domestic and cross-border M&A transactions.”
The Legal 500
We bring value to our clients in the following ways:
- Pre-litigation strategy. We assist clients at the outset of a proposed transaction to develop a strategy that maximizes the probability of the client’s success. Our lawyers have a deep knowledge of proxy statement disclosures and work on a case-by-case basis to develop a thoughtful approach to each transaction. We develop a strategy for document preservation and discovery so that if the ligation is expedited, which is often the case, the client can proceed with the timetable associated with closing the proposed transaction.
- Board-level counseling. Our lawyers provide boards of directors with a comprehensive litigation road map unique to each transaction. We have extensive experience in all types of challenges, including fiduciary duties, privilege issues and ongoing disclosure strategies. Our lawyers provide clients with risk assessment and are particularly effective during the early stages of a transaction and any subsequent litigation.
- Multijurisdictional coverage. We are well versed in all phases of complex M&A litigation, including multiparty and multijurisdictional cases, class actions and state-coordinated proceedings. Our lawyers regularly represent public and private companies and boards in the Delaware Chancery Court and other state and federal courts around the country. We have significant on-the-ground presence in New York, Chicago, Washington, D.C., Dallas, San Francisco, Palo Alto, Los Angeles, Houston and Boston, as well as capabilities in our overseas offices, including Hong Kong and London.
- Comprehensive perspective. Our substantial experience includes handling proxy-related litigation, hostile and competing bidders, troubled deals, shareholder suits, related SEC and/or stock exchange investigations, post-closing adjustments, earn-out disputes, breach of fiduciary duty suits, appraisal actions and books and records inspection demands.
Our Work: Representative Matters
- We represented Beam and its board of directors in connection with multijurisdictional litigation brought following the announcement of the acquisition of Beam by Suntory Holdings Limited. Cases were filed both in Illinois and Delaware state courts. We successfully obtained dismissal of the Illinois proceedings on the basis of a “forum-selection” bylaw provision enacted by Beam’s board, the first such decision in Illinois and one of the first in any jurisdiction. Following this dismissal in Illinois, the parties settled the Delaware cases on favorable terms.
- We recently obtained a landmark decision from the New York Court of Appeals on behalf of the independent directors of Kenneth Cole Productions, Inc. In a matter of first impression, the Court of Appeals affirmed the lower courts’ dismissal of class action claims for breach of fiduciary duty arising from the going-private transaction in which company founder Kenneth Cole purchased the outstanding shares of his eponymous fashion company, holding that the business judgment rule applies to protect the decisions and actions of directors in such transactions as long as certain protections for public shareholders are present.
- We represented Caterpillar in connection with shareholder litigation challenging Caterpillar’s acquisition of Bucyrus International filed in the Eastern District of Wisconsin. Following briefing and a hearing on plaintiff’s motion for a preliminary injunction, the motion was denied. Bucyrus’ shareholders voted overwhelmingly in favor of the acquisition, and the transaction closed. The plaintiff chose to continue with the litigation seeking damages. Following briefing, the Court granted Caterpillar’s motion to dismiss with prejudice and entered final judgment.
- We represented Discover in connection with litigation filed by shareholders of Student Loan Corporation in the Delaware Court of Chancery and Connecticut state court challenging Discover’s acquisition of Student Loan Corporation. The litigation was dismissed following a favorable settlement in which Discover paid nothing. The firm also represented Discover in follow-on securities litigation filed in the Southern District of New York, which was dismissed.
Recognition for Our Practice
Sidley’s lawyers have been consistently recognized for their M&A securities and shareholder litigation work by leading legal directories and publications, including U.S. News – Best Lawyers, Chambers, The Legal 500, Benchmark Litigation and The American Lawyer.
Our M&A Litigation and Securities Litigation practices each received a first-tier national ranking in the 2015 U.S. News – Best Lawyers® “Best Law Firms” survey. In the 2014 survey, clients told the publication that our securities litigation team “is experienced, thorough and high-caliber. Their expertise and knowledge are critical to our success.” Also, the firm annually receives recognition from The Legal 500 for its M&A litigation and securities practices. The publication commented that “the lawyers ‘provide top-notch work,’ and are ‘very good at coming up with creative legal theories.’”
The firm is annually recognized in Chambers USA’s Corporate/M&A: The Elite category. According to Chambers, clients commented, “they’ve provided very practical guidance and helped us navigate a lot of issues that are unique to us, where you can’t just go to the book and find an answer. They’ve got great breadth both in substantive expertise and geographical coverage.” Additionally, The Legal 500 recognized the firm’s large deal corporate M&A capabilities in its highest tier. In its most recent review, The Legal 500 noted that the firm is “excellent in terms of knowledge, responsiveness and practical business advice, and in assigning the appropriate level of lawyers to handle matters – the practice’s intellect is coupled with practicality of the highest order.”
About the Team
We have an extensive M&A Litigation practice, and our lawyers have the experience and depth to actively handle cases in state and federal courts across the country. When representing companies, boards, directors and officers in all aspects of M&A litigation, internal investigations and government investigations, our lawyers draw upon the many resources of the firm as a whole to develop an unequaled approach that delivers powerful results when and where our clients need them most.