The litigation practice relating to mergers and acquisitions (“M&A”) can include numerous types of claims and proceedings. The most common type of litigation involves suits by stockholders seeking to enjoin or challenge a proposed M&A transaction based on alleged unfairness of the transaction price, flaws in the process resulting in the transaction, and/or deficient disclosures relating to the transaction. Also common are suits by one of the parties of the transaction to enforce their rights, or require the other party to comply with its obligations, under the operative agreements. The legal claims raised in M&A litigation can implicate corporate and fiduciary law and contract principles, as well as federal securities laws. M&A litigation frequently involves expedited proceedings in which the claims need to be decided (at least on a preliminary basis) before the challenged transaction is scheduled to close or be submitted to a stockholder vote. In light of the fact that M&A litigation often entails expedited proceedings relating to very large transactions, the litigation can involve large teams of lawyers who have a significant amount of experience with M&A transactions and the related agreements. Moreover, because many corporations and other types of entities are organized under Delaware law, many of the high profile M&A cases are filed in the Delaware Court of Chancery, which has extensive experience in deciding such cases and has issued numerous opinions providing guidance as to the applicable legal standards.
Kevin R. Shannon