M&A Litigation

In today’s environment, mergers, acquisitions, and other significant business deals routinely result in transaction-related litigation. Alston & Bird’s M&A litigators have extensive experience defending public and private companies, their directors and officers, and their transactional advisers in federal and state courts against complex and high-stakes M&A-related litigation. We have defended class actions alleging violations of the federal securities laws, shareholder breach of fiduciary duty lawsuits in the Delaware Court of Chancery and other state courts, merger-agreement-based breach of contract and fraud claims, and statutory appraisal actions, among other claims.

Our attorneys have an impressive track record of obtaining early dismissal, as well as litigating M&A lawsuits through summary judgment and trial. We routinely work with our highly acclaimed corporate lawyers and in-house accounting and financial consultants to provide comprehensive strategic advice through the life of the transaction and the litigation to achieve our clients’ objectives, whether that is a favorable settlement to remove the risk of litigation or successfully defending the lawsuit in court.

• Represented Dell Inc. and its directors and officers in multiple M&A litigations relating to Dell’s $24.8 billion going-private transaction. These included defending multiple shareholder lawsuits seeking to enjoin the transaction and later representing the company in a landmark Delaware appraisal action, in which the Delaware Supreme Court rejected the appraisal petitioners’ attempts to seek an additional $593 million for their shares. 
• Represented Dell Inc. in M&A litigation challenging its $67 billion merger with EMC Corp. and defended the company and its D&Os in various other merger litigation matters involving companies affiliated with Dell, including VMware Inc., Pivotal Software Inc., Compellent Technologies Inc., and Perot Systems. 
• Represented Dell Technologies Inc. in a Delaware shareholder class action challenging the company’s multibillion-dollar Class V share exchange, which settled shortly before trial on terms favorable to the client.
• Represented OncoSec Medical Inc., a publicly traded biopharmaceutical company, and its board of directors in M&A/proxy litigation brought in Nevada state court. Following expedited discovery and a multiday preliminary injunction hearing, the court denied the shareholder plaintiff’s motion for preliminary injunction. After defeating the plaintiff’s emergency appeal to the Nevada Supreme Court, our client successfully closed the transaction.
• Represented First Connecticut Bancorp Inc. and its former board members in a securities class action arising out of First Connecticut’s merger with People’s United. The motion for summary judgment was granted and the Fourth Circuit Court of Appeals affirmed the decision granting the summary judgment motion. The Fourth Circuit affirmed the district court’s decision that the plaintiff failed to prove the materiality or loss causation elements of his claim. 
• Obtained the voluntary dismissal of class action litigation against LHC Group Inc. in connection with its $5.4 billion merger with UnitedHealth Group Inc. Secured the dismissal of a putative securities class action filed in Kentucky federal court arising out of LHC’s merger with Almost Family Inc.; the court denied the plaintiff’s motion to enjoin the merger and granted the defendants’ motion to dismiss. 
• Obtained the voluntary dismissal of class action litigation against Hilton Grand Vacations Inc. in connection with its $1.4 billion acquisition of Diamond Resorts International Club Inc.
• Represented International Speedway Corporation, its CFO, and one of its directors in an action filed in Florida state court alleging breach of fiduciary duty in connection with a proposed acquisition of the company by NASCAR Holdings Inc. The lawsuit alleged that both companies were controlled by the same family and that the process being used to evaluate NASCAR’s offer was flawed. The litigation settled on terms favorable to our clients, and the transaction closed.
• Represented Moelis & Company in a putative class action filed in California Superior Court challenging a $976 million going-private transaction involving Epicor Software Corporation. The putative class originally asserted claims against Epicor, its directors, and the acquirer for breach of fiduciary duty, disclosure deficiencies in the proxy statement, and aiding and abetting liability. After the transaction closed, the putative class brought claims against Moelis (Epicor’s financial advisor) and one of Epicor’s officers for aiding and abetting the various alleged fiduciary breaches by the other defendants. These claims were ultimately settled on terms favorable to our client. 
• Defended Comverge Inc. and 10 former Comverge directors in a series of putative stockholder class actions filed in the Delaware Court of Chancery challenging Comverge’s $48.2 million merger with H.I.G. Capital. The court denied the plaintiffs’ motion for preliminary injunction and dismissed all but one claim against the director defendants at the motion to dismiss stage. The case was settled on the eve of trial on terms favorable to the defendants.
• Represented Journal Communications Inc. and its board of directors in two class actions challenging the company’s $205.8 million merger with The E.W. Scripps Company. The first action, brought in Wisconsin state court, asserted process-based claims against Journal Communications and its board. The complaint was dismissed for failure to state a claim. Following dismissal of the first action, the same shareholder filed a second action in Wisconsin federal court for violations of Section 14(a) of the Exchange Act and breaches of fiduciary duty. The second action was also dismissed in its entirety for failure to state a claim, and the court issued sanctions against the plaintiff, finding there was no objectively reasonable basis for filing the second action.