SS M&A Litigation Outlook - Flipbook - Page 40
Securities, Shareholder, and
M&A Litigation practice overview
At Hogan Lovells, we guide companies – and their
officers and directors – through all types of disputes
that arise with their investors, shareholders, and
transactional partners. You must engage seasoned
litigators who will work with you through the full
lifecycle of the dispute to protect your interests. We
are the team to have on your side, to obtain favorable
outcomes at the earliest possible stage, or to defend
your interests all the way to verdict through appeal,
when necessary.
We have a unique approach to defending our clients
in securities, shareholder, and M&A litigation.
First and foremost, we work with you to identify
and prioritize your business objectives. We also
help you develop the factual and legal framework
to drive the proper narrative. We put together the
right team to handle your matter, including lawyers
across different practices, geographies, and industry
experience. We are able to do this in a cost effective
way through use of our advanced technology
platforms, such as machine learning and other
types of AI, to review documents, prepare litigation
outcome assessments, help surface new insights, and
realize other efficiencies and enhance service quality.
We bring extensive experience spanning all
industries, focusing on the following areas:
1. Corporate governance litigation
2. Private company M&A disputes
Corporations Law, or similar state laws, prior to
making a litigation demand, we have significant
experience in successfully limiting or opposing
inappropriate demands.
3. Public company M&A litigation
Private company M&A disputes
4. Federal securities litigation
Disputes between the buyer and the seller in
private company M&A transactions arise in several
predictable areas:
5. Investment fund disputes and litigation
Corporate governance litigation
Shareholders frequently challenge decisions made
by the board of directors at both public and private
companies; our role is to advise, and when necessary
defend, companies and their directors against these
challenges. We have successfully done so in a wide array
of contexts, including M&A transactions, dissolutions,
recapitalization plans, compensation awards, by-law
amendments, and voting rights agreements.
We also are frequently involved early in corporate
transactions to help clients navigate the conflicts of
interest – and other potential pitfalls – that often
later give rise to shareholder litigation. We represent
special committees of the board in investigating
shareholders’ allegations of misconduct. And when
shareholders make books and records demands on
a company under § 220 of the Delaware General
1. Purchase price disputes in which one party
(usually the buyer) seeks to re-negotiate the
deal price through the use of a post-closing price
adjustment provision;
2. Earn-out disputes in which the parties disagree
about whether deferred portions of the purchase
price are payable based on the target’s postclosing performance; and
3. Indemnification disputes where one party
(usually the buyer) seeks indemnification for
breach of representations and warranties in the
purchase agreement.
Working with our Corporate M&A colleagues, we
review transaction documents to craft the most
favorable terms for your company, and if a dispute
later arises – whether in arbitration or in court, we
have substantial experience litigating the complex
accounting and contract issues involved.
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