M&A Litigation

Practice Contacts

M&A Litigation

Taft’s M&A Litigation team has a long track record of obtaining favorable outcomes for clients in a wide range of corporate governance and M&A disputes.

Our clients include acquirers, sellers, bidders, corporate officers and directors, private equity and venture capital firms, investors, investment banks, and other stakeholders. We represent these clients in state and federal courts across the United States and in the Delaware Court of Chancery.

Taft’s experienced M&A litigators collaborate closely with the firm’s M&A, Finance, and Private Equity lawyers and are often involved from the early stages of a transaction to provide advice and counseling. We work to identify and cut off potential problems at the deal stage and are able to tap into the wide gamut of legal disciplines at Taft to address every aspect of post-close legal disputes.

We handle all types of litigation that arise before or after a deal closes, including:

  • Breach of fiduciary duty suits.
  • Shareholder suits.
  • SEC investigations.
  • Post-closing adjustments.
  • Section 220 demands for books and records.
  • Appraisal actions.
  • Earn-out disputes and purchase price adjustments.
  • Fraud, misrepresentation, breach of representations, and warranties.
  • Indemnification and advancement suits.
  • R&W insurance disputes.

Related Practices

Notable Matters

  • Successfully defended CDK Global from a bid to enjoin the closing of Brookfield Business Partners’ tender offer to purchase all of CDK’s outstanding stock for $8.3 billion. The plaintiff alleged that CDK’s disclosures regarding the transaction were inadequate and sought a preliminary injunction staying the close of the deal until the disclosures were supplemented. Along with co-counsel from Paul Weiss, Taft defeated the plaintiff’s motion for a preliminary injunction, obtaining an order holding that plaintiff failed to satisfy any of the requirements for injunctive relief. Importantly, the decision allowed the tender offer to close on schedule.
  • Represent buyer of nationwide trucking company, FdG Logistics, Inc., in Delaware Court of Chancery and Delaware Supreme Court against seller and former officers and directors for violations of stock purchase agreement, fraud, negligent misrepresentation, and violations of state and federal securities laws.
  • Trial counsel in Delaware Court of Chancery for officer of Citadel Plastics Holdings, LLC in action brought by buyer alleging breach stock purchase agreement and fraud claims.
  • Represent closely held telecommunication company in Indiana federal court in connection with alleged freeze-out of company founder and minority shareholder.
  • Represent closely held newspaper and publishing company in Indiana state court in connection with lawsuit brought by minority shareholder alleging freeze-out and demand for appraisal.
  • Represent nation’s largest healthcare provider in class action lawsuit brought by former members alleging inadequate compensation for membership interests in connection with company’s demutualization.