M&A Litigation
Related ProfessionalsOverview
“Not only do they understand complexity, but they relish complexity.” - BTI Consulting Group
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
Solera Holdings
In re Appraisal of Solera Holdings (Del. Ch.)
Secured a precedent-setting trial victory for Solera in which the court awarded the deal price less synergies in an appraisal involving a take-private by financial buyers.
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. Won complete dismissal of the New York action in 2021 and obtained partial dismissal in 2020 of the Delaware suit.
BMC Software
Merion Capital LP v. BMC Software Inc. (Del. Ch.)
Secured a trial victory for Bain Capital, Golden Gate Capital and their portfolio company, BMC Software, in one of the largest appraisal actions ever brought by a single shareholder. The court held that “fair value” was equal to the merger price, entitling plaintiffs to zero damages.
Taubman Centers
Simon Property Group, Inc., et al. v. Taubman Centers, Inc., et al. (Mich. Cir. Ct.)
Defended the Special Committee of the Board of Directors of Taubman Centers in litigation related to the attempted termination by Simon Property Group of its $9.8 billion acquisition of Taubman. In 2020, the case settled on the eve of trial with the deal closing.
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.
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 in 2019, an increasingly rare occurrence in Delaware shareholder litigation.
Sycamore Partners
Genuine Parts Company v. Essendant Inc. (Del. Ch.)
Represented Essendant, Inc. and its portfolio parent, Sycamore Partners, in litigation related to the termination of the merger between Essendant and Genuine Parts Company. Settlement achieved in 2020.
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.
AbbVie
In re AbbVie, Inc. Section 220 Litigation (Del. Ch.)
Secured a rare books and record defense win for AbbVie in the Delaware Chancery Court relating to the nurse marketing program for its drug, Humira®.
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.
Tier 1 M&A Litigation
The Legal 500, 2015–2022
Tier 1 Securities Litigation: Nationwide, New York & Chicago
US News & World Report - Best Law Firms, 2013–2022
Four-time winner Securities Litigation Practice Group of the Year
Law360