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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, Best Lawyers Best Law Firms has repeatedly awarded Cravath “Law Firm of the Year” for our M&A litigation practice. The Firm also was named New York Law Journal’s overall “Litigation Department of the Year” three times in the past six years, most recently in 2024, and the publication also has honored the Firm as “Class Action Litigation Department of the Year.” In addition, we are consistently ranked in the top tier of 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 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, Best Lawyers Best Law Firms has repeatedly awarded Cravath “Law Firm of the Year” for our M&A litigation practice. The Firm also was named New York Law Journal’s overall “Litigation Department of the Year” three times in the past six years, most recently in 2024, and the publication also has honored the Firm as “Class Action Litigation Department of the Year.” In addition, we are consistently ranked in the top tier of 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 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 & Insights

Deals & Cases

January 24, 2024

Forward Air’s Amended Agreement to Acquire Omni Logistics, Resolving Previously Announced Litigation

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

Williams Secures Delaware Supreme Court Victory Affirming Trial Win with $600 Million Judgment

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.

Publications

May 13, 2025

Cravath Publishes Quarterly Review on Q1 2025 Trends in M&A, Activism and Corporate Governance

On May 12, 2025, Cravath published the latest edition of its Quarterly Review, which has been redesigned for the Q1 2025 edition to provide greater insight into practical points, key takeaways and relevant developments across the M&A, activism, tax, regulatory and corporate governance landscape. This edition covers:

Activities

March 04, 2025

Law360 Names Cravath a 2024 “Securities Practice Group of the Year”

On February 25, 2025, Cravath was featured by Law360 as a “Securities Practice Group of the Year.” The profile highlighted the Firm’s “reputation as one of the top law firms that companies rely on for representation when faced with derivative lawsuits, investor class actions and other securities‑related litigation,” and recognized in particular the Firm’s representation of Robinhood in the sprawling “Meme Stock” litigation; Forward Air in its amended agreement to acquire Omni Logistics, resolving previously announced litigation; Root in its Sixth Circuit win affirming the dismissal of a putative securities class action; and Mylan in its appellate win affirming summary judgment in a securities class action.

Activities

February 24, 2025

Law360 Names Cravath a 2024 “Energy Practice Group of the Year”

On February 13, 2025, Cravath was featured by Law360 as an “Energy Practice Group of the Year.” The profile highlighted the Firm’s “groundbreaking legal wins” for prominent companies in the energy sector, including its representation of The Williams Companies, Inc. in its Delaware Supreme Court victory affirming a trial win with $600 million judgment and PG&E in a victory before the California Supreme Court shielding the company from liability for public safety power shutoffs. The profile also recognized Cravath’s consistent work on multibillion‑dollar M&A and project finance deals across the sector, including the Firm’s representation of Brookfield Renewable in its and Cameco’s $7.875 billion acquisition of Westinghouse and its $2.8 billion acquisition of Duke Energy Renewables.

Publications

February 05, 2025

Cravath Publishes Quarterly Review on Q4 2024 Trends in M&A, Activism and Corporate Governance

On February 3, 2025, Cravath published the latest edition of its Quarterly Review, which examines the Q4 2024 M&A, activism and corporate governance landscape. The Review provides an overview of activity in those areas, highlights notable cases in the M&A space, shares trends in activism activity and notes key developments in corporate governance during the fourth quarter of 2024. This edition also discusses updates on the forthcoming Hart‑Scott‑Rodino rules; personnel changes in the Federal Trade Commission, Department of Justice and Securities and Exchange Commission; and the latest developments around the TikTok ban.  

Activities

November 14, 2024

Gary Bornstein Named a Finalist for The American Lawyer’s 2024 Litigator of the Year Award

Cravath partner Gary A. Bornstein was named a finalist for The American Lawyer’s 2024 Litigator of the Year award as part of the publication’s seventh annual Industry Awards. The accompanying profile highlights Gary’s “many trial victories” and representation of clients including Epic Games in its antitrust trial victory against Google; Deutsche Telekom in a putative class action and derivative litigation related to T‑Mobile’s $26 billion merger with Sprint; and British American Tobacco in putative class action securities litigation.

Deals & Cases

January 24, 2024

Forward Air’s Amended Agreement to Acquire Omni Logistics, Resolving Previously Announced Litigation

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

Williams Secures Delaware Supreme Court Victory Affirming Trial Win with $600 Million Judgment

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.

Publications

May 13, 2025

Cravath Publishes Quarterly Review on Q1 2025 Trends in M&A, Activism and Corporate Governance

On May 12, 2025, Cravath published the latest edition of its Quarterly Review, which has been redesigned for the Q1 2025 edition to provide greater insight into practical points, key takeaways and relevant developments across the M&A, activism, tax, regulatory and corporate governance landscape. This edition covers:

Activities

March 04, 2025

Law360 Names Cravath a 2024 “Securities Practice Group of the Year”

On February 25, 2025, Cravath was featured by Law360 as a “Securities Practice Group of the Year.” The profile highlighted the Firm’s “reputation as one of the top law firms that companies rely on for representation when faced with derivative lawsuits, investor class actions and other securities‑related litigation,” and recognized in particular the Firm’s representation of Robinhood in the sprawling “Meme Stock” litigation; Forward Air in its amended agreement to acquire Omni Logistics, resolving previously announced litigation; Root in its Sixth Circuit win affirming the dismissal of a putative securities class action; and Mylan in its appellate win affirming summary judgment in a securities class action.

Activities

February 24, 2025

Law360 Names Cravath a 2024 “Energy Practice Group of the Year”

On February 13, 2025, Cravath was featured by Law360 as an “Energy Practice Group of the Year.” The profile highlighted the Firm’s “groundbreaking legal wins” for prominent companies in the energy sector, including its representation of The Williams Companies, Inc. in its Delaware Supreme Court victory affirming a trial win with $600 million judgment and PG&E in a victory before the California Supreme Court shielding the company from liability for public safety power shutoffs. The profile also recognized Cravath’s consistent work on multibillion‑dollar M&A and project finance deals across the sector, including the Firm’s representation of Brookfield Renewable in its and Cameco’s $7.875 billion acquisition of Westinghouse and its $2.8 billion acquisition of Duke Energy Renewables.

Publications

February 05, 2025

Cravath Publishes Quarterly Review on Q4 2024 Trends in M&A, Activism and Corporate Governance

On February 3, 2025, Cravath published the latest edition of its Quarterly Review, which examines the Q4 2024 M&A, activism and corporate governance landscape. The Review provides an overview of activity in those areas, highlights notable cases in the M&A space, shares trends in activism activity and notes key developments in corporate governance during the fourth quarter of 2024. This edition also discusses updates on the forthcoming Hart‑Scott‑Rodino rules; personnel changes in the Federal Trade Commission, Department of Justice and Securities and Exchange Commission; and the latest developments around the TikTok ban.  

Activities

November 14, 2024

Gary Bornstein Named a Finalist for The American Lawyer’s 2024 Litigator of the Year Award

Cravath partner Gary A. Bornstein was named a finalist for The American Lawyer’s 2024 Litigator of the Year award as part of the publication’s seventh annual Industry Awards. The accompanying profile highlights Gary’s “many trial victories” and representation of clients including Epic Games in its antitrust trial victory against Google; Deutsche Telekom in a putative class action and derivative litigation related to T‑Mobile’s $26 billion merger with Sprint; and British American Tobacco in putative class action securities litigation.

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Cravath Bicentennial

Celebrating 200 years of partnership. In 2019, we celebrated our bicentennial. Our history mirrors that of our nation. Integral to our story is our culture.

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