Securities, M&A & Corporate Governance Litigation

We routinely defend public companies, directors and officers (D&Os), board committees, underwriters, auditors, and others in “stock-drop” and other class actions (and individual suits) brought by shareholders and other interested parties, alleging securities fraud and related claims. We have litigated claims brought under all federal and state securities laws and regulations. Our cases have arisen out of IPOs and other offerings, “earnings surprises,” financial restatements, government investigations, product failures and other bad news or “corporate trauma.”

Derivative Suits

We have similarly deep experience representing companies, boards of directors, board constituencies, special litigation committees (SLCs), and others in Delaware and state and federal courts nationwide in all types of shareholder and other derivative suits and related actions. We have responded to stockholder-demand letters, obtained dismissals of Caremark (“oversight”) claims for failure to plead “demand futility” and based on “102(b)(7)” exculpatory charter provisions, and successfully tried such claims to verdict, obtaining stays of derivative suits brought in parallel with federal securities class actions and responding to “220 demands” to inspect corporate books and records.

We represent private and public companies, directors, board committees, investors, private equity firms, and financial advisors in the full range of corporate-control litigation. We litigate in Delaware and other forums nationwide. We routinely handle matters arising out of tender offers, mergers and acquisitions, MBOs, LBOs, controlling-stockholder and other “going-private” transactions, spin-outs, spin-offs, recapitalizations, and asset purchases. Our experience includes:

• Hostile-takeover litigation
• Proxy contests
• Defense of expedited shareholder class actions seeking preliminary injunctions for alleged breaches of fiduciary duty, disclosure, and/or federal proxy rule violations
• Successful mounting and fending off challenges to defensive devices (poison pills, break-up fees, no-shops and other “lock-ups”)
• “Busted deal” (MAC/MAE) litigation
• Post-closing disputes relating to earn-outs, purchase-price/working-capital adjustments, and indemnification for breaches of representations and warranties

We are a frontrunner in the field of reps and warranties litigation. With an in-depth understanding of the complexities and nuances of contractual agreements, we are skilled at meticulously analyzing contracts, identifying potential breaches, and formulating comprehensive litigation strategies. This enables us to deliver favorable outcomes for our clients in SPAC-related matters, making us a go-to choice for clients seeking exceptional counsel in this nuanced area of law.

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We are well versed in the intricate landscape of corporate governance, shareholder activism, and proxy contests, and can navigate the complexities of these matters easily. We excel in advising and representing clients on issues such as boardroom disputes, activist campaigns, shareholder proposals, and contested proxy solicitations. Our proven track record of achieving favorable outcomes in corporate governance, activism, and proxy contests positions us as a trusted partner for clients seeking exceptional representation in this dynamic area.

As a leader in D&O securities litigation, we navigate such matters with precision. We are adept at formulating effective defense strategies, mitigating risks, and achieving favorable outcomes for our clients, consistently demonstrating our value as a trusted advisor and a formidable force in the field.

We represent public and private companies, boards, audit committees, special committees, SLCs, and management, as independent special counsel and otherwise, in handling complex internal investigations arising from auditor 10A demands, shareholder derivative demands, whistleblower claims, and/or the client’s own initiative. We advise directors and board committees on their fiduciary duties and corporate governance “best practices” during such investigations, protect applicable privileges, and minimize the risks such investigations can create for parallel or follow-on proceedings. We team well with forensic consultants, other experts, and/or the company’s auditors, as needed.

We have exceptional experience in Special Purpose Acquisition Company (SPAC) and de-SPAC litigation. Operating at the vanguard of this area, we possess an in-depth understanding of the complex regulatory framework governing SPAC transactions. We possess a proven track record of successfully advising and representing clients involved in SPAC mergers and acquisitions and guiding them through the de-SPAC process. With a combination of legal acumen, industry knowledge, and a keen eye for emerging trends, our firm is well equipped to provide our clients with tailored and innovative solutions in the realm of SPAC and de-SPAC litigation.