Cravath, Swaine & Moore LLP in New York ‘pursues cases relentlessly‘, frequently represents companies, boards of directors and special committees in individual, class and derivative actions arising from contemplated or hostile transactions, including mergers, acquisitions and other business deals. Gary Bornstein and Kevin Orsini are among the standout partners, along with veteran litigator Robert Baron. Key partners Justin Clarke and Antony Ryan are also highly regarded by peers. They are working with Bornstein on behalf of Deutsche Telekom, the controlling stockholder of T-Mobile, in class action and derivative litigation alleging that defendants breached their fiduciary duties in connection with T‑Mobile’s $26bn merger with Sprint by not arguing for more favourable terms. With Orsini, he won a summary judgment for Blackstone as the pre-IPO private equity sponsor and a principal stockholder of online dating application Bumble concerning its dual-class voting structure. Rory Leraris left the firm in January 2024.

Kirkland & Ellis LLP in New York has ‘a pre-eminent M&A defense litigation practice and has done a great job recruiting young talent from Delaware‘. Advising on deal structures and strategies at the pre-litigation stage to achieving successful outcomes at trial, the firm has extensive experience handling cases arising from mergers and acquisitions, shareholder activism issues, proxy contests, tender offers, leveraged buyouts, and special purpose acquisition company (SPAC) transactions. The firm is known for its presence in the private equity market, but it also advises many financial sponsors and corporates in key industries such as pharmaceuticals on transaction-related cases. Standout partners Sandra Goldstein, Matthew Solum (who is known for ‘great presence, outstanding judgment and comprehensive knowledge‘) and Yosef Riemer are highly regarded; ‘their breadth of experience gives them exceptional judgment‘. Up-and-coming partners Stefan Atkinson and, in Washington DC, Joshua Rabinovitz also have outstanding reputations in deal-related litigation. Atkinson helped secure a trial victory in Delaware for private equity house Antin Infrastructure Partners in a matter concerning the purchase of middle-market Florida telecom company OpticalTel.

Latham & Watkins LLP is highly active in deal-related litigation, partly due to its thriving transactional M&A practice. A key feature of the firm is how involved litigators are in the early stages of a corporate transaction, helping to structure deals to avoid potential problems further down the line. As well as acting for acquirers, targets, and financial advisors on issues ranging from deal protection measures, conflicts of interest, and change-of-control payments to disclosure obligations, the firm is also a leader at the litigation stage, handling, stockholder class actions, derivative cases, material adverse change matters, poison pill cases, proxy contests, and appraisal actions. Peers praise the lead partners in the securities litigation and professional liability practice, Michele Johnson in Orange County, Blair Connelly in New York and Colleen Smith in San Diego. Connelly led the defense of Oracle executives in one of the largest acquisitions to face a stockholder challenge through trial in the Delaware Court of Chancery, when plaintiffs filed claims against its $9.4bn acquisition of NetSuite, Inc. in 2016. In 2023, the court granted judgment in favor of two key executives in a stockholder derivative suit. Smith handled a consolidated class action for REIT Excel Trust, Inc., when stockholders challenged its cash-out merger into The Blackstone Group.

Paul, Weiss, Rifkind, Wharton & Garrison LLP has a strong bench of M&A litigators in New York, and the firm continues to impress with its ‘professionalism, responsiveness and deep knowledge of the issues that set them apart, and their service is exceptional‘. Andrew Gordon and Jaren Janghorbani are co-chairs of the practice, which features many standout litigators, among them Geoff Chepiga, who recently favorably resolved a breach of fiduciary duty class action in the Court of Chancery for the special committee of Pattern Energy concerning the company’s $6.1bn merger agreement with Canada Pension Plan Investment Board, and accomplished trial lawyer Lewis Clayton, who played a key role in the precedent-setting, multibillion-dollar dispute concerning Fresenius Kabi AG’s $4.3bn merger with Akorn Pharmaceuticals Inc. Clients describe the ‘brilliant, indefatigable‘ Clayton as ‘one of the best trial lawyers in the US‘. Former Chancellor of the Delaware Court of Chancery Andre Bouchard, whose ‘knowledge of Delaware law in the corporate, LLC and transactional areas is unmatched‘, is the key contact in the Wilmington office.

The partners at Simpson Thacher & Bartlett LLP are ‘subject matter experts who provide timely, practical advice that allows the clients to make risk-based decisions‘. The firm, which is described as ‘a litigation powerhouse, both inside Delaware and outside of it‘, frequently acts for issuers and their boards of directors, special committees, private equity firms and other financial sponsors. The vastly experienced Jonathan Youngwood and renowned trial lawyer Lynn Neuner lead the M&A litigation group. Having played a key role in the case that opened up the slew of SPAC-related litigation, acting for client Multiplan, the firm remains active in that space with Youngwood and Craig Waldman advising Paysafe in a case concerning its 2021 merger with Foley Trasimene Acquisition Corp. II, in which the company was valued at $9bn. The ‘exceptional’ Peter Kazanoff is currently defending Convey Health Solutions in shareholder litigation arising from TPG’s proposed take-private transaction, in which plaintiffs alleged breach of fiduciary duty. James Kreissman and Palo Alto-based Stephen Blake also play pivotal roles in many of the firm’s most prominent cases.

New York-based M&A and disputes powerhouse Wachtell, Lipton, Rosen & Katz is widely regarded as one of the leading firms for deal-related litigation at all stages, including trials in the Delaware Court of Chancery and appeals, and it frequently acts in some of the largest and most high-profile matters. The practice is led by standout M&A litigation partner William Savitt (who is ‘the dean of this work‘) and litigation co-chair Jonathan Moses, who handles complex commercial, securities and antitrust litigation. Key partner Ryan McLeod is ‘one of the very best‘, according to peers. Savitt, who recently led one of the most significant matters in recent history on behalf of Twitter when Elon Musk announced his intention to walk away from his agreement to buy the company for $44bn, also acted for electric vehicle company Volta Inc., formed by a SPAC merger, in shareholder litigation in California. McLeod’s record includes high-profile matters in the activist shareholder market.

Weil, Gotshal & Manges LLP in New York has ‘subject matter experts dedicated solely to securities and corporate governance litigation, and that expertise is brought to bear both in the courtroom and boardroom‘. The firm is active in the Delaware Chancery Court and the Delaware Supreme Court, though it handles matters across the country. It has carved out a leading role in SPAC-related cases, which continue to be a key facet of the market, as well as maintaining a strong track record of success in appraisal litigation. John Neuwirth (who is ‘the literal master of M&A litigation‘) and Caroline Zalka jointly lead the securities litigation practice, in which many partners handle deal-related cases. Zalka and key partner Jonathan Polkes are representing Warner Bros. Discovery in class actions concerning the $40bn merger between AT&T’s WarnerMedia and Discovery, Inc. Stacy Nettleton also plays a key role in the practice, while Joshua Amsel and emerging partner talent Evert Christensen are ‘top-notch standouts who are equally smart, hard working, pragmatic‘. In late 2023, Stefania Venezia was made up to partner in recognition of her work on securities and M&A litigation, as well as regulatory investigations.

A&O Shearman has a strong bench of litigators in New York who handle the full range of securities and M&A matters, including contested mergers, proxy contests, appraisal cases, derivative actions and more. Senior partner and head of litigation Adam Hakki is widely regarded as a highly skilled litigator, and he leads the practice along with Paula Anderson, Alan Goudiss and emerging partner talent Mallory Brennan. Samuel Cooper in Houston and Dan Gold in Dallas also play key roles in high-profile matters. Hakki and Gold recently secured the dismissal of claims against Jefferies, which acted as financial adviser to Golden Nugget Online Gaming in its $1.56bn merger with digital sports entertainment and gaming company DraftKings Inc. Anderson, who is increasingly visible in deal-related litigation for major corporates, worked with Goudiss to successfully defend General Electric in a Delaware case concerning the merger of its oil and gas business with Baker Hughes, in which plaintiffs alleged that the company used misleading unaudited financial statements that concealed billions in goodwill impairments to inflate its value.

Cleary Gottlieb Steen & Hamilton‘s securities and M&A litigation group has extensive experience thanks to partners that have served in the U.S. Attorney’s Office and can handle large and complex matters including claims related to directors’ and officers’ fiduciary duties. Frequently acting for special committees, financial advisors, and acquirers in disputes, both in state and federal courts, the firm often appears in big cases in the Delaware Chancery Court. It has a strong bench of partners in New York, led by Roger Cooper who is acting for T-Mobile in class action and derivative litigation concerning alleged breach of their fiduciary duties in connection with the company’s merger with Sprint in 2020. Emerging partner talent Mark McDonald also plays a pivotal role in that case. Cooper also secured the dismissal of class action for Flavors & Fragrances Inc. and Frutarom Industries concerning their integration. Experienced trial lawyer Victor Hou and Rahul Mukhi, who works from both the New York and Silicon Valley offices and focuses on enforcement and regulatory matters, are also involved in significant deal-related cases.

Leading New York corporate firm Davis Polk & Wardwell LLP has a strong litigation group that handles high-value deal-related cases for its stellar roster of clients. The practice is now led by Dana Seshens, Paul Spagnoletti and Andrew Ditchfield, since James Rouhandeh became head of litigation and part of the firm’s management committee. Ditchfield and Brian Burnovski, who has been heavily involved in the wave of SPAC-related matters, are the key partners in the group. Together, they acted for secured a motion to dismiss in the Delaware Chancery Court on behalf of Galaxy Digital, which had been accused by BitGo Holdings of wrongful repudiation, breach of contract, and breach of the implied covenant of good faith and fair dealing concerning Galaxy’s termination of its proposed $1.2bn acquisition of BitGo in 2022. Neal Potischman in Northern California, who leads the firm’s group on the West Coast, advised Chinese private equity firm Trustbridge Capital Partners on a claim brought by WeWork and Adam Neumann against Softbank, which alleges that the bank failed to follow through on a planned tender offer for WeWork shares. Rory Leraris joined the firm from Cravath, Swaine & Moore LLP in January 2024.

Freshfields Bruckhaus Deringer LLP's M&A litigation practice is one of the bright spots for English firms in the US litigation market. Thanks to standout partners and practice heads Meredith Kotler and Mary Eaton, the firm is able to handle market-leading matters for stellar corporate clients, among them Tesla, Google and Pinterest. For AstraZeneca, Kotler and Eaton are involved in matters in Delaware concerning challenges to the sale of spinoff company Viela Bio to Horizon. The case raises important issues of what constitutes a control by a major shareholder. Head of the US technology practice Boris Feldman, who works from the Silicon Valley office, has defended more than 250 shareholder class actions, derivative suits, and merger challenges during his long career, and he frequently works with up-and-coming partner Doru Gavril to handle shareholder inspection demands and major class actions against Tesla and its board of directors. Counsel Nicholas Caselli is an emerging talent whose work in securities and shareholder litigation includes class actions, derivative actions, section 220 books and records demands, and deal-related matters.

The M&A litigators at Fried, Frank, Harris, Shriver & Jacobson LLP in New York are known for their ‘incredible work ethic and brains‘. The firm continues to grow its track record of success in deal-related litigation for companies, financial institutions, special committees, special litigation committees, and officers and directors in cases filed in state and federal courts throughout the country. The practice is led by Scott Luftglass, who is now vice chair of the firm, and Peter Simmons, who is a key adviser to high-profile private equity clients, as well as public companies and institutional investors. Luftglass, who is ‘one of the most knowledgeable lawyers in the country about Delaware corporate law issues‘, frequently acts for Apollo Global Management and he is currently representing this major asset management client in Delaware Chancery Court in matters concerning a series of transactions in which it reclassified its stock structure, simplified its governance, and acquired Athene Holdings in an $11bn transaction. Up-and-coming partner Michael Sternheim is increasingly prominent in the practice, having taken major roles in key cases for Clover Health, Apollo, and Seritage Growth Properties, among others.

Goodwin has built a strong presence in M&A litigation across the country through its focus on key industry sector, notably technology, life sciences and real estate, and its highly regarded private equity practice also puts the firm in the frame for high-value disputes. It is ‘a commercially savvy firm that looks for cost-effective solutions‘. Deborah Birnbach and Caroline Bullerjahn in Boston, Douglas Flaum and Jordan Weiss in New York (who is ‘insightful and able to quickly deduce strategic paths‘), and Jonathan Shapiro in San Francisco lead the practice. Birnbach, who is a prominent member of the firm’s life sciences disputes group, is currently involved in a high-stakes class action on behalf of Citrix Systems, Inc. concerning its $16.5bn merger with Vista and Elliott, having already resolved eleven disclosure suits relating to the same deal. Flaum’s recent highlights include defeating two motions for preliminary injunction to stop a $1.2bn series of transactions closing for REITs including Cedar Realty Trust, Inc. Emerging partner talent Adam Slutsky also plays a central role in key matters.

For many ‘the best across the board business law firm in Delaware‘, Morris, Nichols, Arsht & Tunnell LLP is acknowledged as one of the standout Delaware firms and whether it is handling cases as lead counsel or as co-counsel with a national or international firm, it continues to build an impressive track record of success. Standout partners Megan Ward Cascio and Kevin M. Coen lead the practice. Coen, along with veteran litigator William M. Lafferty and the highly regarded Susan Waesco, acted for directors Purple Innovation, Inc. in connection with a proposal to take the company private and a proxy contest from 2022 to 2023. The parties settled on the eve of trial. The firm’s deep bench of talent includes Thomas Briggs, who handled a high-stakes case for directors of Premier, Inc.; John DiTomo, who acted as counsel to IAC Holdings Inc. in a dispute challenging the 2020 reverse spinoff of Match.com; the vastly experienced Kenneth J. Nachbar; and David Teklits, who recently advised directors of electric carmaker Mullen Automotive, Inc.

Widely regarded as one of the best Delaware firms, Richards, Layton & Finger, P.A. is ‘top-notch in every respect‘. Chair of the corporate department Raymond DiCamillo, who is ‘a steady and authoritative voice in high stakes, highly complex situations‘, leads a group of ‘smart, established litigators who know their stuff‘, among them  Catherine Dearlove, Kevin Gallagher, Blake Rohrbacher, Rudolf Koch (who ‘combines raw wit with deep expertise‘) and prominent trial lawyer Robert Burns. Emerging partner talent Matthew Perri also plays a key role in the practice. Koch and up-and-coming partner Susan Hannigan Cohen acted as co-lead counsel in an expedited trial in the Court of Chancery on behalf of Silvio Scaglia concerning control of model and talent agency Elite World Group, where the court turned back a request by Julia Haart, star of the Netflix show My Unorthodox Life, to be reinstated as CEO and finding that she does not own or control half of the parent company, Freedom Holding, Inc. Cohen also acted together with Perri and lead partner Rohrbacher for the Oracle Corporation in an action filed by stockholders claiming that the company overpaid for NetSuite Corporation.

Wilmington-based firm Ross Aronstam & Moritz LLP is seen by some as ‘simply the best in Delaware‘. Focused purely on proceedings before the Delaware Court of Chancery, the firm works closely with the biggest national defense firms, though it frequently handles substantial, complex matters without co-counsel. Practice heads David Ross (described by one client as ‘the best litigator in Delaware‘), Bradley Aronstam (who ‘offers excellent judgment as well as great skill‘) and Garrett Moritz stand out for their experience and high-quality advice. Ross and Moritz successfully represented Elon Musk and other Tesla directors in a challenge to the company’s acquisition of SolarCity in a stock-for-stock transaction that valued SolarCity at approximately $2.6bn and $2.8bn. The court ruled in favour of the defendants on all counts and the result was confirmed on appeal. Up-and-coming partners Michael Sirkin, Garrett Rice and Eric Selden all play central roles in the firm’s most high-profile cases. Sirking assisted Aronstam in securing the dismissal of numerous claims brought by BitGo against Galaxy Digital concerning the termination of a $1.2bn merger.

Baker Botts L.L.P. relies on ‘trial lawyers who are good on their feet, good writers, and good communicators‘. The firm is most active in matters in the technology and energy industries, though its work in big-ticket merger litigation in the financial services, healthcare and consumer products sectors continues to grow. Danny David in Houston, who ‘has the ability to see through complex issues and distil them to what matters‘ and is now the firm’s managing partner, leads the litigation practice along with co-chair Bridget Moore in Washington DC, while Jessica Pulliam in Dallas and ‘big picture thinker‘ Amy Hefley in Houston are co-chairs of the securities litigation group. Key partner Richard Harper in New York continues to represent John C. Malone, Greg B. Maffei, and Liberty Broadband Corporation in a shareholder derivative lawsuit in Delaware Chancery Court challenging a $5bn Liberty Broadband investment as part of the Charter Communications-Time Warner Cable-Bright House Networks merger.

Dechert LLP has a practice that operates across the country, enabling it to be active in many key fora including the Delaware Court of Chancery. The practice is led from Chicago by Joni Jacobsen and frequently acts for acquirers, sellers, bidders, corporate officers and directors, special board committees, investment banks and advisers, venture capitalists, individual investors, private equity firms, hedge funds, sovereign funds and many other stakeholders in litigation concerning corporate takeovers, material adverse change, valuation and more. In San Francisco, Joshua Hess (who is ‘a great litigator, extremely smart, trusted advisor‘) and Richard Horvath are the key contacts. David Kotler in New York, and  David Kistenbroker, who works from both New York and Chicago, are also highly regarded. Kistenbroker and Jacobsen handled a class action for PureCycle Technologies concerning allegations that the company made materially false and misleading statements or omissions regarding its business in the lead up to its reverse merger with ROCH SPAC.

DLA Piper LLP (US) continues to forge a track record of success in M&A litigation, not least through its lead partners John Clarke in New York and head of Delaware litigation John Reed in Wilmington. The firm’s Delaware office increasingly puts it in pole position for high-stakes cases, a prime example being Reed’s work for MSG Networks in a post-closing action alleging breach of fiduciary duty by directors in approving the 2021 acquisition of the company by Madison Square Garden Entertainment Corp. The firm is frequently involved in mid-market transactions and consequent litigation, but it also plays a prominent role in many high-value matters, and Clarke’s work for Bristol-Myers Squibb in an action concerning its 2019 merger with Celgene Corporation is just one example. The firm is active across the US, with Melanie Walker in Los Angeles, Benjamin Schuman in Baltimore, and Jason Hopkins in Dallas all playing central roles in key matters.

The large securities litigation practice at Gibson, Dunn & Crutcher LLP, which is particularly strong in California but is active across the country. Monica Loseman in Denver, Brian Lutz in San Francisco and Craig Varnen in Los Angeles are the co-chairs of the securities litigation practice, with Loseman and Lutz the standout partners for deal-related cases. Particularly well known for takeover defense matters, the firm frequently handles hostile takeover cases both domestically and abroad. Emerging partner talent Colin Davis in Orange County also plays a key role in the firm’s prominent cases. He worked with Lutz to secure the dismissal of a shareholder derivative action against the directors of Block, Inc., which acquired music streaming service TIDAL in 2021. Adam Offenhartz retired in 2023.

King & Spalding LLP‘s trial and global disputes practice has a deep bench of versatile litigators, many of whom have experience in M&A-related matters. Chief among them are Richard Marooney in New York, who frequently handles cases in the financial services, accounting and energy industries, and Jessica Corley in Atlanta, whose broad practice encompasses securities class actions, derivative suits, and M&A litigation. She recently assisted Tivity Health, Inc., in a case in which plaintiffs sought $200m in damages following the company’s $1.3bn acquisition of Nutrisystem, Inc. in 2019. Also based in Atlanta, Warren Pope frequently appears as lead or co-lead counsel in federal and state courts across the country. He assisted Newell Brands Inc. with matters arising out of its $16bn acquisition of Jarden Corporation. Emerging partner talent Peter Isajiw in New York handles regulatory enforcement matters and government investigations, as well as complex M&A litigation. Christopher Duffy joined the firm from Vinson & Elkins LLP in June 2024, based in New York.

The New York office of Paul Hastings LLP has a team of M&A litigators that is ‘deeply experienced, innovative and client-goal focused‘. Key names in the team include Barry Sher, Kurt Hansson, and Jennifer Conn from Gibson, Dunn & Crutcher LLP. Conn has hit the ground running, having represented FanDuel, Inc. in matters arising from its merger with UK bookmaker Paddy Power Betfair. Broughel and Sher advised RBC Capital Markets in a class action concerning the $1.37bn merger between ASP Flag Intermediate Holdings, Inc. and Foundation Building Materials, in which the client acted as financial adviser.  Susan Leader in Los Angeles, who moved over from Wilson Sonsini Goodrich & Rosati, is another key hire. Edward Han in Palo Alto ‘knows from years of experience how to effectively litigate disputes‘.

Willkie Farr & Gallagher LLP in New York has standout litigators in head of litigation Tariq Mundiya, and co-chairs of M&A litigation Sameer Advani and Shaimaa Hussein. Together they handle complex matters for large corporates, controlling shareholders, boards of directors, special committees and financial advisors. The work includes Delaware activism and takeover litigation, contentious going private transactions, and matters concerning alleged conflicts of directors or financial advisors. Hussein led a team that is representing directors of Spruce Power Holding Corporation, formerly known as Pivotal Investment Corporation, in a challenge to a SPAC transaction in which Pivotal bought vehicle electrification company XL Hybrids.

Winston & Strawn LLP has a skilled securities litigation practice in which partners frequently handle high-stakes M&A-related cases. The standout lawyer is practice head James Smith in New York who has ‘great judgment and unmatched experience over many decades‘. Also highly active are fellow practice head William O’Neill in Chicago, who is ‘an exceptional commercial litigator‘. Chair of firm’s Los Angeles litigation practice John Schreiber also plays a pivotal role in high-value cases, a recent example being the defense of Oaktree Capital Management in a cross-border dispute concerning an alleged breach of an asset purchase agreement. Matthew DiRisio in New York, who is representing REIT Jernigan Capital, Inc. in a matter concerning its $900m merger with NexPoint Advisers, is also highly regarded.

Brown Rudnick LLP, whose team in this area is based predominantly in Hartford, has an active M&A and private equity group that frequently handles high-stakes litigation arising from its clients’ transactions. Active in federal and state courts across the country, including the Delaware Court of Chancery and in the Southern District of New York. lead partners Mark Baldwin and Dylan Kletter are key advisers to private equity firms, large corporations and company founders, notably in the increasingly important area of matters involving representations and warranties insurance (RWI), though equally in earn-out disputes, material adverse change matters and more. Kletter and counsel Anthony Boccamazzo recently assisted SPay Inc in a dispute over its acquisition of substantially all of the assets of internet media company Stack Media, in which plaintiffs allege fraud and misrepresentation.

Bryan Cave Leighton Paisner continues to represent US retailers, manufacturers, and global technology and pharmaceutical companies in a growing number of M&A-related disputes. The firm is ‘exceptionally strong in the St. Louis, Missouri market‘, where practice heads Herb Giorgio and Mark Leadlove are particularly active. Fellow co-head of M&A disputes Meryl Macklin is based in San Francisco. Clients appreciate their ‘expertise and knowledge of the local courts‘ and pick out Leadlove for his ‘valuable experience with regard to telecommunications and tax law‘. The litigators work closely with the firm’s highly regarded middle-market M&A practice to handle pre-dispute, enforcement and defense issues, including the assessment of critical due diligence issues, contract negotiations and risk mitigation.

Schulte Roth & Zabel LLP‘s New York office has a compact practice with a solid track record in M&A and securities litigation, notably in matters concerning shareholder activism, proxy contests and corporate control on behalf of prominent businesses, banks, funds, investors and directors. Practice head Michael Swartz, who successfully represented Politan Capital Management in a shareholder activism dispute with Masimo Corporation, and William Gassman, who frequently advises foreign hedge funds, private equity firms, major corporations, investment banks, are the key partners. Partner Julie Beskin joined from Quinn Emanuel Urquhart & Sullivan, LLP in 2023, bringing extensive experience M&A, corporate governance and shareholder disputes, including matters in the Delaware Court of Chancery. Gayle Klein moved to Freshfields Bruckhaus Deringer LLP.

Vinson & Elkins LLP has ‘exceptional trial lawyers for complex corporate disputes‘, and with partners who have ‘a rare combination of savvy, skill, practical judgment and fierce work ethic‘. The key lawyers are co-heads of complex commercial litigation Chris Popov in Houston, as well as co-heads of shareholder litigation and enforcement Craig Zieminski in Dallas and Michael Charlson in San Francisco. The firm is best known for its work in the conventional and renewable energy sectors, in which is represents issuers, underwriters, accounting firms, financial institutions, and directors and officers in securities fraud class actions and merger-related litigation. Holmes and Zieminski recently saw the confirmation of its victory at trial in which they represented Energy Transfer Equity, LP in a case concerning the now-terminated $38bn merger between ETE and Williams. Christopher Duffy has left the firm.