Four Decades for Justice
Cravath handles a unique concentration of complex and nontraditional transaction-related litigation, often involving novel issues of law and requiring strategic coordination of multiple suits. Precedent-setting wins for our clients in merger litigation brought in courts in New York, Delaware and throughout the country have given corporate defendants greater ammunition to protect critical business interests nationwide.
Cravath’s litigators work closely with our corporate lawyers, often involved from the early stages of a transaction to provide strategic advice and counseling along the way—arming us to respond quickly and holistically to any related litigation. Given our expertise in this area, we also are frequently brought on to defend against M&A-related litigation, even where our corporate attorneys were not involved in the underlying transaction, and are noted for achieving “creative and commercial resolutions.” (The Legal 500 US) We have significant experience representing 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. Our litigators handle high‑stakes, multidistrict litigation covering the full range of transaction‑related issues, including the defense of company independence against activist shareholders, breach of contract and fiduciary duty allegations, challenges to shareholder rights plans and disclosure issues under state and federal laws.
We have achieved notable resolutions and established important precedent in transaction‑related matters impacting companies operating in all major industries, including technology, media and entertainment, financial services and insurance, consumer products, energy and natural resources, and healthcare and life sciences. Among other accolades, Best Lawyers Best Law Firms repeatedly has awarded Cravath “Law Firm of the Year” for our M&A litigation practice. The Firm also was named New York Law Journal’s “Litigation Department of the Year” in 2022 and 2019 and its “Class Action Litigation Department of the Year” in 2021. In addition, we consistently receive top‑tier ranking from The Legal 500 US, and our partners are regularly recognized individually for M&A litigation, including by Best Lawyers Best Law Firms and The Legal 500 US.
Our M&A litigators also have earned repeated praise from clients and the market, including:
Cravath’s litigators work closely with our corporate lawyers, often involved from the early stages of a transaction to provide strategic advice and counseling along the way—arming us to respond quickly and holistically to any related litigation. Given our expertise in this area, we also are frequently brought on to defend against M&A-related litigation, even where our corporate attorneys were not involved in the underlying transaction, and are noted for achieving “creative and commercial resolutions.” (The Legal 500 US) We have significant experience representing 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. Our litigators handle high‑stakes, multidistrict litigation covering the full range of transaction‑related issues, including the defense of company independence against activist shareholders, breach of contract and fiduciary duty allegations, challenges to shareholder rights plans and disclosure issues under state and federal laws.
We have achieved notable resolutions and established important precedent in transaction‑related matters impacting companies operating in all major industries, including technology, media and entertainment, financial services and insurance, consumer products, energy and natural resources, and healthcare and life sciences. Among other accolades, Best Lawyers Best Law Firms repeatedly has awarded Cravath “Law Firm of the Year” for our M&A litigation practice. The Firm also was named New York Law Journal’s “Litigation Department of the Year” in 2022 and 2019 and its “Class Action Litigation Department of the Year” in 2021. In addition, we consistently receive top‑tier ranking from The Legal 500 US, and our partners are regularly recognized individually for M&A litigation, including by Best Lawyers Best Law Firms and The Legal 500 US.
Our M&A litigators also have earned repeated praise from clients and the market, including:
Deals & Cases
January 24, 2024
On January 22, 2024, Forward Air Corporation (“Forward”) announced an agreement with Omni Logistics, LLC (“Omni”), a private company that is majority owned by Ridgemont Equity Partners and EVE Partners, LLC, to amend the terms of the existing merger agreement relating to their previously announced acquisition. This agreement ends the litigation between the parties, which will now be dismissed. Under the terms of the amended merger agreement, Omni shareholders will receive $20 million in cash, instead of the $150 million initially agreed, and 35% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis), as compared to the 37.7% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis) contemplated by the original agreement. Cravath is representing Forward in connection with the transaction and related litigation.
Deals & Cases
October 12, 2023
On October 10, 2023, following a full trial on the merits and an appeal to the Delaware Supreme Court, Cravath client The Williams Companies, Inc. (“Williams”) secured a victory resulting in a judgment of more than $600 million.
Deals & Cases
October 03, 2022
On October 3, 2022, the Supreme Court of the State of Delaware issued an order affirming the Delaware Court of Chancery’s dismissal of claims brought against Cravath clients Buckeye Partners, L.P., Buckeye GP LLC, and Buckeye GP LLC’s board of directors (collectively, “Buckeye”) by a former unitholder, Walter E. Ryan, Jr.
Deals & Cases
August 29, 2022
On August 25, 2022, the Delaware Court of Chancery granted in full Cravath client The Williams Companies, Inc.’s (“Williams”) motion for interest, attorneys’ fees and expenses, totaling more than $185 million at the time the motion was taken under submission. The decision followed post‑trial discovery, briefing and oral argument between January and May 2022.
Deals & Cases
August 11, 2022
On August 5, 2022, the New York Supreme Court, Commercial Division, dismissed with prejudice a lawsuit brought by Moby S.p.A., one of the world’s largest passenger shipping companies, against Cravath client Morgan Stanley and two of its employees. The lawsuit was related to Moby’s restructuring proceeding in Milan, Italy.
Accolades
December 07, 2023
On December 4, 2023, The American Lawyer profiled Cravath’s litigation department in connection with its recognition as a finalist for the publication’s biennial “Litigation Department of the Year” award. The feature, entitled “Busier Than Ever: How Cravath’s Litigation Team Has Grown Into an Industry Powerhouse,” noted that “Cravath’s litigators have consistently landed on some of the country’s most high‑profile cases with the most at stake” over the past two years and praised the department as “at the ready to handle any complex, pivotal case that comes its way.” Speaking to the publication, partner Kevin J. Orsini discussed the breadth of the Firm’s recent successes, including representing Tesla CEO Elon Musk at trial to defeat a $13 billion derivative suit concerning Tesla’s SolarCity acquisition; Illumina and Louis Dreyfus Company each in separate trial wins against the government in respective FTC and DOJ antitrust merger challenges; Starz in a precedent-setting Ninth Circuit win against MGM; and Blue Cross Blue Shield in securing a summary judgment victory within one of the largest class actions in the country. Kevin also discussed the Firm’s commitment to “collaboration and connectivity” in its partnership, as well as the department’s unique ability to “handle a wide range of subject matters” in an era of increasing specialization.
Activities & Publications
November 13, 2023
On November 9, 2023, Cravath published the latest edition of its Quarterly Review, which examines the Q3 2023 M&A, activism and corporate governance landscape. The Review provides an overview of activity in those areas and discusses other third quarter highlights, including the FTC and DOJ’s proposed changes to merger guidelines, recent Delaware cases and related jurisprudence, findings from CFIUS’s Annual Report and recent rule adoptions and proposals related to corporate governance matters.
Accolades
September 11, 2023
On September 8, 2023, Lawdragon announced the inclusion of 38 Cravath partners in its second edition list of the “500 Leading Litigators in America.” The list, assembled based on research and vetting by peers, recognizes the “array of talent in America’s great trial teams” who represent entities in cases spanning the areas of antitrust, finance, government investigations, intellectual property, M&A and securities, among many others.
Accolades
June 09, 2023
The 2023 edition of The Legal 500 United States ranked Cravath in the top tier nationally in 16 areas: Antitrust - Civil Litigation/Class Actions: Defense; Capital Markets: Debt Offerings (Advice to Issuers); Capital Markets: Debt Offerings (Advice to Underwriters); Capital Markets: Global Offerings (Advice to Issuers); Capital Markets: Global Offerings (Advice to Underwriters); Commercial Lending (Advice to Lenders); Employee Benefits, Executive Compensation and Retirement Plans: Transactional; Environment: Transactional; Financial Services Litigation; Fintech (Crypto); General Commercial Disputes; International Tax; M&A: Large Deals ($1bn+); M&A Litigation: Defense; Securities Litigation: Defense; and U.S. Taxes: Non‑contentious. In addition, 68 Cravath attorneys were individually recognized by The Legal 500 United States this year.
Activities & Publications
February 07, 2023
On February 2, 2023, Cravath partner Margaret T. Segall participated in the Global Competition Review Live: Law Leaders Global 2023 program, held in Miami, Florida from February 2‑3, 2023. Maggie moderated a panel entitled “Mergers: Potential Competition and Innovation as Theories of Harm in Merger Reviews,” which discussed recent cases that focused on unconventional theories of harm, the markets that are particularly susceptible to innovation theories of harm in merger reviews, whether enforcers are demonstrating a greater desire to investigate and impose remedies on these types of mergers, and how different jurisdictions are treating the same or similar facts.
Deals & Cases
January 24, 2024
On January 22, 2024, Forward Air Corporation (“Forward”) announced an agreement with Omni Logistics, LLC (“Omni”), a private company that is majority owned by Ridgemont Equity Partners and EVE Partners, LLC, to amend the terms of the existing merger agreement relating to their previously announced acquisition. This agreement ends the litigation between the parties, which will now be dismissed. Under the terms of the amended merger agreement, Omni shareholders will receive $20 million in cash, instead of the $150 million initially agreed, and 35% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis), as compared to the 37.7% of Forward’s pro forma common equity (on a fully‑diluted, as‑converted basis) contemplated by the original agreement. Cravath is representing Forward in connection with the transaction and related litigation.
Deals & Cases
October 12, 2023
On October 10, 2023, following a full trial on the merits and an appeal to the Delaware Supreme Court, Cravath client The Williams Companies, Inc. (“Williams”) secured a victory resulting in a judgment of more than $600 million.
Deals & Cases
October 03, 2022
On October 3, 2022, the Supreme Court of the State of Delaware issued an order affirming the Delaware Court of Chancery’s dismissal of claims brought against Cravath clients Buckeye Partners, L.P., Buckeye GP LLC, and Buckeye GP LLC’s board of directors (collectively, “Buckeye”) by a former unitholder, Walter E. Ryan, Jr.
Deals & Cases
August 29, 2022
On August 25, 2022, the Delaware Court of Chancery granted in full Cravath client The Williams Companies, Inc.’s (“Williams”) motion for interest, attorneys’ fees and expenses, totaling more than $185 million at the time the motion was taken under submission. The decision followed post‑trial discovery, briefing and oral argument between January and May 2022.
Deals & Cases
August 11, 2022
On August 5, 2022, the New York Supreme Court, Commercial Division, dismissed with prejudice a lawsuit brought by Moby S.p.A., one of the world’s largest passenger shipping companies, against Cravath client Morgan Stanley and two of its employees. The lawsuit was related to Moby’s restructuring proceeding in Milan, Italy.
Accolades
December 07, 2023
On December 4, 2023, The American Lawyer profiled Cravath’s litigation department in connection with its recognition as a finalist for the publication’s biennial “Litigation Department of the Year” award. The feature, entitled “Busier Than Ever: How Cravath’s Litigation Team Has Grown Into an Industry Powerhouse,” noted that “Cravath’s litigators have consistently landed on some of the country’s most high‑profile cases with the most at stake” over the past two years and praised the department as “at the ready to handle any complex, pivotal case that comes its way.” Speaking to the publication, partner Kevin J. Orsini discussed the breadth of the Firm’s recent successes, including representing Tesla CEO Elon Musk at trial to defeat a $13 billion derivative suit concerning Tesla’s SolarCity acquisition; Illumina and Louis Dreyfus Company each in separate trial wins against the government in respective FTC and DOJ antitrust merger challenges; Starz in a precedent-setting Ninth Circuit win against MGM; and Blue Cross Blue Shield in securing a summary judgment victory within one of the largest class actions in the country. Kevin also discussed the Firm’s commitment to “collaboration and connectivity” in its partnership, as well as the department’s unique ability to “handle a wide range of subject matters” in an era of increasing specialization.
Activities & Publications
November 13, 2023
On November 9, 2023, Cravath published the latest edition of its Quarterly Review, which examines the Q3 2023 M&A, activism and corporate governance landscape. The Review provides an overview of activity in those areas and discusses other third quarter highlights, including the FTC and DOJ’s proposed changes to merger guidelines, recent Delaware cases and related jurisprudence, findings from CFIUS’s Annual Report and recent rule adoptions and proposals related to corporate governance matters.
Accolades
September 11, 2023
On September 8, 2023, Lawdragon announced the inclusion of 38 Cravath partners in its second edition list of the “500 Leading Litigators in America.” The list, assembled based on research and vetting by peers, recognizes the “array of talent in America’s great trial teams” who represent entities in cases spanning the areas of antitrust, finance, government investigations, intellectual property, M&A and securities, among many others.
Accolades
June 09, 2023
The 2023 edition of The Legal 500 United States ranked Cravath in the top tier nationally in 16 areas: Antitrust - Civil Litigation/Class Actions: Defense; Capital Markets: Debt Offerings (Advice to Issuers); Capital Markets: Debt Offerings (Advice to Underwriters); Capital Markets: Global Offerings (Advice to Issuers); Capital Markets: Global Offerings (Advice to Underwriters); Commercial Lending (Advice to Lenders); Employee Benefits, Executive Compensation and Retirement Plans: Transactional; Environment: Transactional; Financial Services Litigation; Fintech (Crypto); General Commercial Disputes; International Tax; M&A: Large Deals ($1bn+); M&A Litigation: Defense; Securities Litigation: Defense; and U.S. Taxes: Non‑contentious. In addition, 68 Cravath attorneys were individually recognized by The Legal 500 United States this year.
Activities & Publications
February 07, 2023
On February 2, 2023, Cravath partner Margaret T. Segall participated in the Global Competition Review Live: Law Leaders Global 2023 program, held in Miami, Florida from February 2‑3, 2023. Maggie moderated a panel entitled “Mergers: Potential Competition and Innovation as Theories of Harm in Merger Reviews,” which discussed recent cases that focused on unconventional theories of harm, the markets that are particularly susceptible to innovation theories of harm in merger reviews, whether enforcers are demonstrating a greater desire to investigate and impose remedies on these types of mergers, and how different jurisdictions are treating the same or similar facts.
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