M&A Disputes

In Depth

Our litigation team excels at resolving complex issues where law, commerce and innovation intersect – the very space where M&A disputes arise. We counsel clients on litigation issues across the full deal life cycle, from before the deal closes to post-close integration. We anticipate risks early, advising on due diligence, disclosure obligations and deal structuring to prevent friction. When challenges surface, we move quickly with tailored strategies for negotiating resolutions, devising appropriate litigation pathways, pursuing and defending books and records (i.e., Section 220) demands, or litigating broken deal claims.

Integrated with Cooley’s 180+ M&A practitioners and lawyers with focused experience in tax, IP, employment, cybersecurity and regulatory compliance, we deliver seamless advice from start to finish.

With deep trial experience and unmatched industry insight across technology, life sciences, healthcare, financial services, defense and more, we bring clarity and courtroom firepower to high-stakes, “bet-the-company” cases across sectors and jurisdictions, including Delaware, New York, London and beyond. At every stage, our focus is the same – safeguarding value, keeping the deal on track and positioning our clients for success.

Pre-closing disputes

We provide pre-closing perspective to anticipate disclosure-related challenges in public M&A deals and act early to mitigate risk before it materializes, regularly handling disclosure demands and Section 220 demands, and seeking judicial intervention when necessary to protect our client’s contractual position. Always on top of the latest developments in the law, given the breadth of our M&A practice, we have real-time knowledge of industry trends and are poised to negotiate favorable representations and warranties policies to safeguard stakeholders before closing.

Breach of fiduciary duty disputes

We represent public and private companies, boards, investors and shareholders in conflicts that arise in connection with complex transactions, including claims asserting breaches of fiduciary duty against the target board, controllers or financial advisors – issues that can shape the future of a business.

Our team works closely with representatives and advisory groups to navigate these intricate and often sensitive challenges, spanning minority shareholder oppression, disagreements over dividends or voting rights, strategic deadlocks, breaches of shareholder agreements, and buy-sell or valuation disputes. Many of these matters are litigated in the Delaware Court of Chancery, where our team brings extensive experience and insight.

Post-acquisition disputes

With 425+ litigators and decades of experience, we handle complex post-acquisition disputes involving purchase price adjustments, earnouts, milestones, breaches of representations and warranties, and indemnification claims. We also regularly litigate other high-stakes, post-close cases, including shareholder class actions (in state and federal court) arising from M&A transactions. 

We leverage decades of experience to negotiate favorable resolutions on behalf of buyers, sellers, underwriters and other parties. When negotiation falls short, we bring trial-tested strength to litigation and arbitration – always with an eye toward protecting value and keeping business moving.