During the early stages of corporate transactions, potential acquirers, targets and financial advisors consult with Latham litigators on issues ranging from deal protection measures, conflicts of interest and change-of-control payments to disclosure obligations. As the deals get underway, Latham litigators handle all types of litigation arising from M&A transactions, including:
- Appraisal actions
- Hostile tender offers
- Material adverse change litigation
- Poison pill cases
- Proxy contests
- Shareholder bump-up suits
The team is well-versed in Delaware law, which governs the fiduciary duties of boards of directors of Delaware corporations, and the corporate law of numerous other states, some of which differ from Delaware law in material respects. Latham securities litigators have prevailed decisively in M&A litigation filed in the Delaware Court of Chancery and in multi-forum litigation filed simultaneously in state and federal jurisdictions across the country, winning at the preliminary injunction stage and at trial. Latham litigators handle disputes arising out of private company transactions as well, including corporate control litigation, director and shareholder disputes, earn-outs and breach of contract actions.
The team works hand-in-hand with clients, defeating plaintiffs’ attempts to materially impact the transaction and preserving the shareholders’ ability to vote on the deal or choose whether to tender their shares — or otherwise successfully appealing to the courts to enforce or alter the transaction in a way that enables the client to obtain the deal it wants.