Cravath’s London Office Moves to 100 Cheapside
Shareholder Derivative Actions
Cravath is a premier firm for handling shareholder derivative claims, frequently representing clients in the Delaware Court of Chancery, as well as in other tribunals throughout the country. Demonstrating our “reputation as one of the top law firms that companies rely on for representation when faced with derivative lawsuits,” we are particularly skilled at helping clients navigate the many important strategic issues that arise in derivative cases, achieving critical resolutions in and out of the courtroom. (Law360)
Our litigators bring their generalist training to bear on all phases of derivative actions, tackling the claims from every angle to achieve the outcome most in line with our clients’ objectives. We have served as trial counsel in numerous derivative and related proceedings, including most recently winning one of the only post‑trial defense verdicts decided under the entire fairness standard. We also handled one of the few cases brought under Section 220 of the Delaware General Corporation Law ever to go to trial with live witnesses and obtained the first decision from a federal court to uphold and enforce a Delaware corporation’s forum‑selection bylaw.
Cravath’s “strong bench of market-leading attorneys known for their extensive courtroom experience” brings a “dominant presence” to defending against all types of derivative claims, including cases proceeding in parallel with securities class actions, stand‑alone derivative suits and investigations of shareholder demands. (Chambers USA) We also have significant experience representing our clients in derivative actions arising from contemplated or hostile transactions, including mergers, acquisitions and other business deals, handling high‑stakes matters covering the full range of transaction‑related issues.
We have served as counsel to corporations, officers and inside directors, outside directors, audit committees and other standing board committees, and special litigation and other ad hoc board committees. Many of the derivative cases and investigations we have handled in recent years relate to issues with a high degree of public exposure and scrutiny, including stock option backdating, executive compensation and corporate transactions, as well as the financial crisis, sexual harassment allegations, environmental disasters and other event‑driven matters. Our lawyers adeptly handle the complex and sensitive issues that can arise in connection with derivative claims, including questions regarding attorney representation and privilege, whether to form special litigation committees and their composition, and considerations of corporate governance in connection with potential settlement.
Our litigators bring their generalist training to bear on all phases of derivative actions, tackling the claims from every angle to achieve the outcome most in line with our clients’ objectives. We have served as trial counsel in numerous derivative and related proceedings, including most recently winning one of the only post‑trial defense verdicts decided under the entire fairness standard. We also handled one of the few cases brought under Section 220 of the Delaware General Corporation Law ever to go to trial with live witnesses and obtained the first decision from a federal court to uphold and enforce a Delaware corporation’s forum‑selection bylaw.
Cravath’s “strong bench of market-leading attorneys known for their extensive courtroom experience” brings a “dominant presence” to defending against all types of derivative claims, including cases proceeding in parallel with securities class actions, stand‑alone derivative suits and investigations of shareholder demands. (Chambers USA) We also have significant experience representing our clients in derivative actions arising from contemplated or hostile transactions, including mergers, acquisitions and other business deals, handling high‑stakes matters covering the full range of transaction‑related issues.
We have served as counsel to corporations, officers and inside directors, outside directors, audit committees and other standing board committees, and special litigation and other ad hoc board committees. Many of the derivative cases and investigations we have handled in recent years relate to issues with a high degree of public exposure and scrutiny, including stock option backdating, executive compensation and corporate transactions, as well as the financial crisis, sexual harassment allegations, environmental disasters and other event‑driven matters. Our lawyers adeptly handle the complex and sensitive issues that can arise in connection with derivative claims, including questions regarding attorney representation and privilege, whether to form special litigation committees and their composition, and considerations of corporate governance in connection with potential settlement.
Deals & Cases
June 09, 2023
Tesla CEO Elon Musk Wins Delaware Supreme Court Decision Affirming $13 Billion Trial Victory Over Tesla’s SolarCity Deal
On June 6, 2023, the Delaware Supreme Court affirmed the Delaware Court of Chancery’s judgment in favor of Cravath client Elon Musk on all counts in a stockholder derivative suit related to Tesla, Inc.’s (“Tesla”) 2016 acquisition of SolarCity Corp. (“SolarCity”).
Deals & Cases
June 16, 2017
Qualcomm Directors and Officers Win Dismissal of Shareholder Derivative Suit Related to Purported FCPA Violations
On June 16, 2017, the Delaware Court of Chancery dismissed a stockholder derivative lawsuit brought against current and former directors and officers of Qualcomm Incorporated alleging, among other claims, that defendants breached their fiduciary duties by allegedly failing to prevent purported FCPA violations by the company. In granting the dismissal, Vice Chancellor Tamika R. Montgomery‑Reeves held that the complaint did not plead sufficient facts to infer that the individual defendants had acted in bad faith or that the directors faced a substantial likelihood of personal liability such that plaintiffs’ failure to make a demand on the board to bring a suit was excused.
Deals & Cases
February 09, 2009
Shareholder Litigation Against Darwin Deason Dismissed
On February 6, 2009, the Delaware Chancery Court granted a motion to dismiss in favor of Darwin Deason, the founder and Executive Chairman of Affiliated Computer Services, Inc. (“ACS”). The ruling closes the final chapter in a highly publicized dispute between Deason and the former outside directors of the ACS board.
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:
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
December 12, 2024
Rachel Skaistis Featured in Lawdragon’s “Lawyer Limelight” Series
On November 12, 2024, Cravath partner Rachel Skaistis was profiled in Lawdragon’s “Lawyer Limelight” series alongside her sister Hannah Ross, who is a partner at a different New York-based law firm. In the joint Q&A, Rachel and Hannah discussed their parallel paths to partnership and reflected on their individual practices in securities law. Describing what she is proudest of in her work, Rachel said: “I have had the privilege of working with such amazing lawyers, and I’ve gotten to learn from so many litigation styles. But it is nice to get to a point where you feel like you have found a style of practicing and advising your clients that is true to who you are.” The sisters also spoke about the mentors and role models, including each other, who helped shape their careers as female litigators.
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.
Publications
November 05, 2024
Cravath Publishes Quarterly Review on Q3 2024 Trends in M&A, Activism and Corporate Governance
On November 5, 2024, Cravath published the latest edition of its Quarterly Review, which examines the Q3 2024 M&A, activism, tax 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 over the third quarter of 2024. This edition also examines the expanded information requirements under the new Hart-Scott-Rodino rules, proposed regulations for the corporate alternative minimum tax and findings from CFIUS’s Annual Report.
Deals & Cases
June 09, 2023
Tesla CEO Elon Musk Wins Delaware Supreme Court Decision Affirming $13 Billion Trial Victory Over Tesla’s SolarCity Deal
On June 6, 2023, the Delaware Supreme Court affirmed the Delaware Court of Chancery’s judgment in favor of Cravath client Elon Musk on all counts in a stockholder derivative suit related to Tesla, Inc.’s (“Tesla”) 2016 acquisition of SolarCity Corp. (“SolarCity”).
Deals & Cases
June 16, 2017
Qualcomm Directors and Officers Win Dismissal of Shareholder Derivative Suit Related to Purported FCPA Violations
On June 16, 2017, the Delaware Court of Chancery dismissed a stockholder derivative lawsuit brought against current and former directors and officers of Qualcomm Incorporated alleging, among other claims, that defendants breached their fiduciary duties by allegedly failing to prevent purported FCPA violations by the company. In granting the dismissal, Vice Chancellor Tamika R. Montgomery‑Reeves held that the complaint did not plead sufficient facts to infer that the individual defendants had acted in bad faith or that the directors faced a substantial likelihood of personal liability such that plaintiffs’ failure to make a demand on the board to bring a suit was excused.
Deals & Cases
February 09, 2009
Shareholder Litigation Against Darwin Deason Dismissed
On February 6, 2009, the Delaware Chancery Court granted a motion to dismiss in favor of Darwin Deason, the founder and Executive Chairman of Affiliated Computer Services, Inc. (“ACS”). The ruling closes the final chapter in a highly publicized dispute between Deason and the former outside directors of the ACS board.
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:
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
December 12, 2024
Rachel Skaistis Featured in Lawdragon’s “Lawyer Limelight” Series
On November 12, 2024, Cravath partner Rachel Skaistis was profiled in Lawdragon’s “Lawyer Limelight” series alongside her sister Hannah Ross, who is a partner at a different New York-based law firm. In the joint Q&A, Rachel and Hannah discussed their parallel paths to partnership and reflected on their individual practices in securities law. Describing what she is proudest of in her work, Rachel said: “I have had the privilege of working with such amazing lawyers, and I’ve gotten to learn from so many litigation styles. But it is nice to get to a point where you feel like you have found a style of practicing and advising your clients that is true to who you are.” The sisters also spoke about the mentors and role models, including each other, who helped shape their careers as female litigators.
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.
Publications
November 05, 2024
Cravath Publishes Quarterly Review on Q3 2024 Trends in M&A, Activism and Corporate Governance
On November 5, 2024, Cravath published the latest edition of its Quarterly Review, which examines the Q3 2024 M&A, activism, tax 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 over the third quarter of 2024. This edition also examines the expanded information requirements under the new Hart-Scott-Rodino rules, proposed regulations for the corporate alternative minimum tax and findings from CFIUS’s Annual Report.
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