SS M&A Litigation Outlook - Flipbook - Page 41
Public company M&A litigation
Recent data reflects that, in more than 90
percent of public company M&A transactions,
lawsuits are filed by shareholders that purport
to challenge the transactions; in transactions in
excess of US$100 million that number is over 95
percent. Working together with our M&A group,
we advise directors on relevant litigation issues
prior to the M&A announcement and aggressively
defend the predictable suit when filed, aiming to
prevent plaintiffs and their lawyers from disrupting
transactions that the board has found to be in the
best interest of the company and its stockholders.
We also have experience representing companies
when faced with tender offers or proxy battles
that can arise in conjunction with announced M&A
transactions.
Federal securities litigation
We have deep experience representing public
companies and their officers and directors in all
types of securities litigation in courts across the
United States. We have successfully defended clients
in cases involving initial and secondary offerings
alleging violations of Sections 11 and 12 of the ’33 Act
and fraud claims under Section 10(b) of the ’34 Act.
We defend companies in proxy litigation and shortswing trading cases. Underwriters and auditors also
rely on us to defend them, and our attorneys have
won victories for all of the major accounting firms
and the leading investment banks.
Investment fund disputes and litigation
We have represented funds of all types – private
equity, venture capital, distressed debt, REITs, and
investment management companies – in disputes at
the portfolio company and fund level. These disputes
have run the gamut, involving any of the following:
• investor complaints by limited partners and
shareholders,
• board disputes and/or contests for board control;
• corporate governance rights or creditor rights,
both in and out of bankruptcy;
• allegations of alter ego and veil piercing;
• minority shareholder rights when the funds are
not in a control position; and
• damages claims when an investment suffers
loss or when a portfolio company or fund is
threatened with such claims.
Private equity funds are repeat players in private
M&A and corporate governance disputes, and so
are we, having developed significant experience
representing fund sponsors in these disputes.
The sponsors also can have unique disputes with
their own minority partners or investors, whether
over capital calls, investor rights, or management
decisions under the terms of the fund documents,
and we advise and represent funds in these disputes.
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