Mergers & Acquisitions Litigation

Latham securities litigators prevail decisively in high-stakes M&A litigation in the Delaware Court of Chancery and in other state and federal jurisdictions across the country, winning at the preliminary injunction stage, at trial, and on appeal. We handle disputes arising out of public and private company transactions alike, including corporate control litigation, director and shareholder disputes, earn-outs, and breach of contract actions.

We have demonstrated prowess in taking “entire fairness” cases to trial in Delaware — and winning. Before trial, Latham frequently achieves dismissals of stockholder cases through motions to dismiss, and our victories are routinely affirmed by the Delaware Supreme Court.

The leading plaintiffs’ firms in this space know that we will take cases to trial and win. Our track record and reputation before the Delaware Court of Chancery allow us to effectively advocate for our clients’ interests in even the most complex corporate control disputes, hostile takeovers, and activism defense cases.

To ensure that clients are prepared for any such litigation, Latham litigators consult early with potential acquirers, targets, and financial advisors on issues including deal protection measures, conflicts of interest, change-of-control payments, and disclosure obligations. We handle all types of litigation that can arise both pre- and post-signing, including:

• Breach of fiduciary duty suits, such as stockholder class actions, derivative actions, poison pill cases, and disclosure suits
• Appraisal actions
• Corporate control disputes, including hostile takeovers, activism defense, and proxy contests
• Contract disputes, including material adverse effect (MAE), covenant breach, and other “busted deal” litigation; indemnification/representations and warranty claims

We work hand-in-hand with clients to achieve the deal they desire, enforce their rights, and ensure that litigation does not interfere with their business goals. Doing so may mean 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 successfully appealing to the courts to enforce or alter the transaction.