M&A Litigation
Related ProfessionalsOverview
The strength and depth of their expertise is really unparalleled when it comes to high-level, complex deals. - Chambers USA, 2023
Kirkland is at the forefront of corporate governance and M&A litigation. From advising pre-litigation on deal structures and strategies, to achieving successful outcomes at trial, our litigators have extensive experience handling cases arising from mergers and acquisitions; shareholder activism; proxy contests; tender offers; as well as leveraged buyout and special purpose acquisition company (SPAC) transactions. This includes cases concerning busted deals and material adverse change provisions, poison pills and other defensive measures, breach of contract, purchase price adjustments, books and records demands, appraisal rights and stockholder derivative suits.
We have litigated and successfully resolved many seminal corporate cases, securing numerous victories, often precedent-setting and post-trial. Kirkland litigators have deep experience in the Delaware Court of Chancery, the state and federal courts in New York and other state and federal courts across the country. We routinely handle litigation involving multiple jurisdictions and expedited proceedings, including requests for preliminary and other emergency injunctive relief, as well as damages. Due to our experience in this area and successful track record, our litigators are often retained to handle litigation involving deals negotiated by other law firms.
Recent Experience
Antin Infrastructure Partners
HControl Holdings LLC, et al. v. Antin Infrastructure Partners S.A.S., et al. (Del. Ch.)
Represented Antin Infrastructure Partners S.A.S. in litigation arising out of Antin's decision to terminate its acquisition of OpticalTel based on sellers’ several uncured breaches. Following an expedited bench trial, Kirkland secured judgment in favor of Antin. The court held that OpticalTel breached the merger agreement, rendering Antin's termination valid. Motion for new trial defeated.
ArcLight Capital Partners
Thomas v. Bergstrom et al. (Del. Ch.); Kraft v. Third Coast Midstream, LLC (S.D.N.Y.)
Defending ArcLight Capital Partners, one of its portfolio companies, and certain of its officers and directors in two putative class actions in New York and Delaware relating to ArcLight’s merger with American Midstream Partners. Kirkland achieved full dismissal of the New York case and partial dismissal of the Delaware case.
BC Partners
Firefighters’ Pension System of the City of Kansas City, MO, et al. v. Presidio, Inc., et al. (Del. Ch.)
Defending BC Partners in a putative shareholder class action arising out of its $2.1 billion acquisition of Presidio, Inc. Defeated plaintiffs’ preliminary injunction in 2019.
Bemis Co.
In re Bemis Co. Securities Litigation (S.D.N.Y.)
Won complete dismissal in 2021 without leave to amend for Amcor Ltd. and Bemis Company of purported shareholder class action litigation arising out of Amcor’s $6.8 billion all-stock acquisition of Bemis. The case presented important pleading stage issues for merger-related litigation in federal courts. Related litigation filed in Missouri state court was dismissed.
Essendant, Inc.
In re Essendant, Inc. Stockholder Litigation (Del. Ch.; Del.)
Defended Essendant, Inc., a number of its affiliates, its portfolio parent, Sycamore Partners, and Staples, Inc. in a consolidated putative shareholder class action arising from Essendant’s $1 billion acquisition by Staples. Won full dismissal with prejudice, an increasingly rare occurrence in Delaware shareholder litigation.
H.I.G. Capital
Lionbridge Technologies Litigation (D. Del.; 3d Cir.); English, et al. v. Narang, et al. (Del. Ch.; Del.)
Obtained back-to-back wins for H.I.G. Capital: securing summary judgment, affirmed on appeal, disposing of a post-closing class action arising from the take-private acquisition of Lionbridge; and dismissal, affirmed on appeal, of a putative class action arising from the $283M acquisition of NCI.
Honeywell
In re Garrett Motion Inc. Securities Litigation (S.D.N.Y.)
Won dismissal in 2022 for a Honeywell employee / former officer of Garrett Motion, of a putative securities class action alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act arising from Honeywell’s spin-off of Garrett and its accounting for asbestos-related liabilities.
Lee Enterprises
Strategic Investment Opportunities LLC v. Lee Enterprises, Inc., et al. (Del. Ch.).
Represented Lee Enterprises and certain of its officers and directors in the successful defense of proxy contest by hostile bidder Alden Global Capital. Kirkland won a complete verdict for Lee following an expedited trial upholding Lee’s enforcement of advance notice bylaw. Kirkland also defeated Alden’s subsequent expedited request to enjoin Lee’s annual meeting in a lawsuit filed two days after the initial verdict. Lee Enterprises announced the preliminary vote results of its 2022 annual meeting of shareholders at which shareholders overwhelmingly voted to re-elect each of the company’s nominees to the Lee board of directors. The vote represented a resounding rejection of Alden’s multiple efforts to destabilize Lee.
NortonLifeLock
NortonLifeLock Inc. Merger with Avast - Deal Litigation
NortonLifeLock and its board of directors, defended in shareholder litigation stemming from its $25 billion combination with Avast. The deal closed and the cases were dismissed.
Whiting Petroleum Corporation
Whiting Petroleum Corp. Merger with Oasis Petroleum – Deal Litigation
Represented Whiting Petroleum Corporation and several of its officers and directors in shareholder litigation alleging violations of Sections 14(a) and 20(a) of the Securities Exchange Act, a putative class action alleging breach of fiduciary duty and a related book and records demand stemming from its pending $6 billion merger of equals with Oasis Petroleum, an exploration and production company with assets in the Williston Basin. In 2022, Kirkland defeated a motion to enjoin the stockholder vote on the proposed merger in the Delaware class action, effectively signaling the end of the litigation, and the Colorado cases were voluntarily dismissed.
Tier 1 M&A Litigation
The Legal 500, 2015–2024
Tier 1 Securities Litigation: Nationwide
US News & World Report - Best Law Firms, 2013–2023
Tier 1 Securities Litigation: Nationwide
Benchmark Litigation, 2024