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Four Decades for Justice

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Litigation

M&A Litigation

M&A Litigation

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, U.S. News–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 U.S. News–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 M&A litigators are “simply first-class. The depth of analysis, the dedication and the energy that they put in to defending their clients is outstanding. They really do go above and beyond.” Client, The Legal 500 US
  • Cravath is “excellent at managing large public company M&A, where its responsiveness, expertise and deep experience are extremely valuable.” Client, The Legal 500 US
  • Cravath “provides top-quality service with immediate responses and advice that is always spot on; the firm quickly finds creative and commercial resolutions.” The Legal 500 US
  • The Firm is “acclaimed for the depth of its expertise in securities litigation, most notably with respect to issuer representation and M&A litigation in Delaware courts.” Chambers USA
  • The Firm’s “M&A litigation practice is differentiated by the high volume of novel, complex, high‑value litigation it handles for clients from diverse industries.” The Legal 500 US
  • Cravath is “a fantastic firm for M&A litigation.” Client, The Legal 500 US

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, U.S. News–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 U.S. News–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 M&A litigators are “simply first-class. The depth of analysis, the dedication and the energy that they put in to defending their clients is outstanding. They really do go above and beyond.” Client, The Legal 500 US
  • Cravath is “excellent at managing large public company M&A, where its responsiveness, expertise and deep experience are extremely valuable.” Client, The Legal 500 US
  • Cravath “provides top-quality service with immediate responses and advice that is always spot on; the firm quickly finds creative and commercial resolutions.” The Legal 500 US
  • The Firm is “acclaimed for the depth of its expertise in securities litigation, most notably with respect to issuer representation and M&A litigation in Delaware courts.” Chambers USA
  • The Firm’s “M&A litigation practice is differentiated by the high volume of novel, complex, high‑value litigation it handles for clients from diverse industries.” The Legal 500 US
  • Cravath is “a fantastic firm for M&A litigation.” Client, The Legal 500 US
  • Deals & Cases
  • Recent News

Deals & Cases

October 03, 2022

Buckeye Wins Affirmance of Dismissal of Claims Challenging its Acquisition by IFM

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

Williams Wins Interest and Fee Motion Against ETE Following Judgment for $410 Million Contractual Breakup Fee

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

Morgan Stanley Wins Dismissal of Claims with Prejudice in Lawsuit Related to Italian Shipping Company’s Restructuring

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.

Deals & Cases

February 10, 2022

Buckeye Wins Dismissal of Claims Challenging its Acquisition by IFM

On February 9, 2022, the Delaware Court of Chancery dismissed 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. In the putative class action, Ryan brought what was effectively his fourth amended complaint challenging the acquisition of Buckeye by a subsidiary of IFM Global Infrastructure Fund (“IFM”). In the transaction, Buckeye’s unitholders received $41.50 in cash for each of their units, which were at the time publicly traded, representing a 27.5% premium to Buckeye’s closing unit price the day before the transaction was announced. The transaction closed after receiving fully informed approval from 96% of Buckeye’s voting unitholders.

Deals & Cases

January 05, 2022

The Williams Companies Wins Judgment for $410 Million Contractual Breakup Fee

On December 29, 2021, the Delaware Court of Chancery granted judgment in favor of Cravath client The Williams Companies, Inc. (“Williams”) in a dispute with Energy Transfer, LP (“ETE”) over a contractual termination fee following the parties’ unconsummated $37.7 billion combination. Following a six‑day trial held in May 2021, and subsequent post‑trial briefing and oral argument, the Court issued its decision ordering ETE to pay Williams a $410 million termination fee, plus interest and reasonable attorneys’ fees and expenses.

Accolades

September 11, 2023

Cravath Partners Named to Lawdragon’s 2024 List of “500 Leading Litigators in America”

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 Legal 500 United States Ranks Cravath in Top Tier Across 16 Practice Areas and Recognizes 68 Cravath Attorneys

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

Maggie Segall Moderates Panel at GCR Live: Law Leaders Global 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.

Accolades

October 14, 2022

New York Law Journal Honors Cravath as the 2022 Litigation Department of the Year

On October 5, 2022, the New York Law Journal published a Q&A with Cravath partners Gary A. Bornstein and Kevin J. Orsini in connection with the Firm’s recognition as the 2022 Litigation Department of the Year. In the Q&A, Gary and Kevin discussed the Firm’s work for clients in the last year, which included representing Alarm.com in its appellate win at the Federal Circuit against the United States Patent and Trademark Office; Reynolds American in its win at the North Carolina Supreme Court affirming a judicial appraisal victory; and The Williams Companies in its trial win related to a dispute over a contractual fee in connection with a terminated merger. Gary and Kevin also discussed the Firm’s commitment to associate training, noting the importance of exposing associates “not only to a variety of legal issues, but also a variety of approaches to developing legal strategy, forming business relationships and managing a team.”

Accolades

October 05, 2022

Lawdragon Names Cravath Partners to its Inaugural List of the “Leading Litigators in America”

On October 3, 2022, Lawdragon announced the inclusion of 38 Cravath partners in its inaugural list of the “500 Leading Litigators in America.” The list recognized “all‑star litigators,” who “excel” in representing corporations and other organizations in cases spanning the areas of antitrust, finance, government investigations, intellectual property, M&A, product liability and securities, among many others. The publication said of its honorees that their “sustained excellence in trials is nothing short of remarkable.”

Deals & Cases

October 03, 2022

Buckeye Wins Affirmance of Dismissal of Claims Challenging its Acquisition by IFM

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

Williams Wins Interest and Fee Motion Against ETE Following Judgment for $410 Million Contractual Breakup Fee

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

Morgan Stanley Wins Dismissal of Claims with Prejudice in Lawsuit Related to Italian Shipping Company’s Restructuring

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.

Deals & Cases

February 10, 2022

Buckeye Wins Dismissal of Claims Challenging its Acquisition by IFM

On February 9, 2022, the Delaware Court of Chancery dismissed 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. In the putative class action, Ryan brought what was effectively his fourth amended complaint challenging the acquisition of Buckeye by a subsidiary of IFM Global Infrastructure Fund (“IFM”). In the transaction, Buckeye’s unitholders received $41.50 in cash for each of their units, which were at the time publicly traded, representing a 27.5% premium to Buckeye’s closing unit price the day before the transaction was announced. The transaction closed after receiving fully informed approval from 96% of Buckeye’s voting unitholders.

Deals & Cases

January 05, 2022

The Williams Companies Wins Judgment for $410 Million Contractual Breakup Fee

On December 29, 2021, the Delaware Court of Chancery granted judgment in favor of Cravath client The Williams Companies, Inc. (“Williams”) in a dispute with Energy Transfer, LP (“ETE”) over a contractual termination fee following the parties’ unconsummated $37.7 billion combination. Following a six‑day trial held in May 2021, and subsequent post‑trial briefing and oral argument, the Court issued its decision ordering ETE to pay Williams a $410 million termination fee, plus interest and reasonable attorneys’ fees and expenses.

Accolades

September 11, 2023

Cravath Partners Named to Lawdragon’s 2024 List of “500 Leading Litigators in America”

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 Legal 500 United States Ranks Cravath in Top Tier Across 16 Practice Areas and Recognizes 68 Cravath Attorneys

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

Maggie Segall Moderates Panel at GCR Live: Law Leaders Global 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.

Accolades

October 14, 2022

New York Law Journal Honors Cravath as the 2022 Litigation Department of the Year

On October 5, 2022, the New York Law Journal published a Q&A with Cravath partners Gary A. Bornstein and Kevin J. Orsini in connection with the Firm’s recognition as the 2022 Litigation Department of the Year. In the Q&A, Gary and Kevin discussed the Firm’s work for clients in the last year, which included representing Alarm.com in its appellate win at the Federal Circuit against the United States Patent and Trademark Office; Reynolds American in its win at the North Carolina Supreme Court affirming a judicial appraisal victory; and The Williams Companies in its trial win related to a dispute over a contractual fee in connection with a terminated merger. Gary and Kevin also discussed the Firm’s commitment to associate training, noting the importance of exposing associates “not only to a variety of legal issues, but also a variety of approaches to developing legal strategy, forming business relationships and managing a team.”

Accolades

October 05, 2022

Lawdragon Names Cravath Partners to its Inaugural List of the “Leading Litigators in America”

On October 3, 2022, Lawdragon announced the inclusion of 38 Cravath partners in its inaugural list of the “500 Leading Litigators in America.” The list recognized “all‑star litigators,” who “excel” in representing corporations and other organizations in cases spanning the areas of antitrust, finance, government investigations, intellectual property, M&A, product liability and securities, among many others. The publication said of its honorees that their “sustained excellence in trials is nothing short of remarkable.”

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