Our M&A team has extensive experience with the litigation that inexorably follows the announcement of public company mergers, take-private transactions or comparable extraordinary corporate events. We offer potential acquirers, targets and financial advisors the insight and judgment necessary to manage the complex litigation that arises in connection with M&A transactions.
Our litigation counseling starts before a deal is announced, as we advise on potential challenges to various terms in merger agreements, disclosure of conflicts on the part of financial advisors and advisor engagement letters, and issues unique to appraisal proceedings. We have substantial experience in defending against attempts by minority shareholders to enjoin transactions, as well as representing potential acquirors and targets in hostile situations involving contests for corporate control. We also regularly litigate post-closing claims for damages based on allegations of breach of fiduciary duty, false disclosure, and other legal theories. Our litigators develop a strategy for each stage of the merger litigation cycle. and prepare for the full spectrum of pre- and post-closing litigation issues, including:
- Appraisal actions challenging merger consideration as below “fair value”
- Hostile tender offers
- Corporate control contests
- Material adverse change litigation
- Proxy contests
- Defensive measures and director entrenchment claims
- Claims of shareholder voting manipulation
Cadwalader lawyers also are at the forefront of developments and best practices in this area. Global Litigation Group members lecture at the University of Pennsylvania Law School; serve on the Harvard Law School Corporate Governance Program Advisory Board; regularly publish articles in leading legal and business publications; and are quoted by mainstream, legal and business media regarding developments in the corporate governance field.