M&A Litigation

Willkie regularly handles some of the most complex litigation in Delaware and in courts across the country arising from M&A transactions. Our M&A litigators represent companies, controlling shareholders, boards of directors, special committees, and financial advisors in a range of transactional situations, including stockholder activism and takeover litigation, going private transactions, and litigation arising out of alleged conflicts of directors or financial advisors. Willkie has successfully argued for the creation of favorable precedent that will assist our clients in transactions beyond the deal at issue in the case.

Our practice involves both public and private companies in a broad range of industries. Our litigators work closely with members of our corporate M&A practice group, which is consistently ranked among the nation’s leading groups for mergers and acquisitions. Our attorneys advise not only on significant domestic matters, but also on complex cross-border transactions. Our U.S. attorneys work in close cooperation with our European offices, which are themselves recognized M&A industry leaders in their respective markets.

Our practice is comprehensive and covers:

  • Change in control transactions of public companies
  • Going private transaction litigation
  • Tender offers
  • SPAC transactions
  • Contested takeovers
  • Corporate auctions
  • Strategic alliances
  • Management buyouts
  • Leveraged recaps
  • Acquisitions from reorganization proceedings

Representative Experience

  • In re MFW Shareholders Litigation (Del.) – Obtained landmark ruling and dismissal of suit against the Special Committee of M&F Worldwide relating to its 2011 going private transaction.
  • In re Kenneth Cole Productions, Inc., Shareholder Litigation (N.Y.) – Represented controlling stockholder Kenneth Cole in action brought by minority shareholders challenging going private transaction involving Kenneth Cole Productions, Inc.; obtained dismissal, which was affirmed in the first appellate decision under New York law to apply the business judgment rule to a going private transaction where the transaction has the dual protections of a “majority of the minority” voting provision, and the transaction is approved by a committee of independent directors.
  • Teamsters Local 237 Additional Security Benefit Fund v. Caruso (Del. Ch.) – Represented former CEO of Zayo Group Holdings, Inc. in litigation arising out of $14.3 billion going private transaction.
  • Goldstein v. Denner, et al. (Del. Ch.) – Represented Sarissa Capital in litigation arising out of $11.6 billion acquisition of Bioverativ Inc. by Sanofi.
  • Carmen Ribbe, derivatively on behalf of Xerox Corporation v. Jacobson et al. (N.Y. Sup.) & Miami Firefighters’ Relief & Pension Fund v. Icahn, et al. (N.Y. Sup.) – Represented Xerox in two matters related to Xerox’s terminated transaction with Fujifilm Holdings Corporation and its settlement of other litigation relating to the Fuji transaction.
  • In re AmTrust Financial Services Inc. Appraisal and Stockholder Litigation (Del. Ch.) – Represented the special committee in shareholder litigation arising out of $3 billion insurance company going-private transaction.
  • Pluviose v. Rachefsky, et al. (Del. Ch.) – Represented Loral Space & Communications Inc. and individual board members in litigation arising from the 2021 integration transaction between Loral and Telesat Canada, which will combine Loral and Telesat into a new Canadian public company.
  • Theravance Respiratory Company, LLC, et al. v. Theravance Biopharma, Inc., et al. (JAMS) – Won second breach of contract arbitration against Theravance Biopharma, Inc. regarding Innoviva’s authority as manager of a joint venture, which was formed by the parties when Theravance Biopharma, Inc., was spun out of Innoviva.
  • Asbestos Workers’ Philadelphia Pension Fund v. Vintage Capital Management, LLC , et al. (Del. Ch.) – Represented Vintage Capital Management, LLC and other individual defendants in a stockholder class action and derivative action arising from a series of transactions in which Vintage and another investment firm, B. Riley, acquired Liberty Tax’s outstanding shares of common stock in a tender offer.
  • Houser v. CenturyLink, Inc. (Colo. Dist.) – Secured dismissal of a major securities class action lawsuit filed against CenturyLink, Inc., and its officers and directors, relating to CenturyLink’s $34 billion merger with Level 3 Communications, Inc.