Hunton Andrews Kurth LLP’s nationally recognized litigation team offers clients access to a team of lawyers with a mastery of the full lifespan of merger and acquisition litigation, skillfully handling pre-deal and post-closing disputes. In partnership with the firm’s corporate practice, we offer officers, directors, target companies, acquirers and special committees comprehensive representation that is informed by decades of experience and a keen focus on client business strategy.

M&A litigation often involves significant financial and reputational risk, and clients rely on our judgment and counsel in high-stakes, fast-paced matters. Our mastery of securities regulations, fiduciary duty standards and contract and corporate laws and our track record of litigation success facilitate quick and effective resolutions with minimal exposure.

We have successfully represented clients drawn from a wide range of industries in state and federal courts throughout the country, including cases in key venues such as the Delaware chancery and supreme courts. Our litigators are also skilled in the nuances and unique issues related to private resolution, whether it be a negotiated resolution or a resolution through the use of private mediators or arbitrators, in a manner that appreciates our clients’ business as well as their legal needs.

Pre-Closing Disputes
Real or threatened litigation can halt a major corporate transaction in its tracks, and often on the eve of a deal’s closing. We serve as trusted counsel to clients and anticipate, identify, prevent and resolve litigation related to mergers, acquisitions, proxy contests, tender offers and other takeovers, including matters involving requests for expedited discovery or injunctions. We have an extensive track record of success in obtaining favorable settlements or walk-aways even in the early stages of a matter.

As part of a full-service firm with a nationally recognized M&A practice, we are conscious of the critical importance of collaboration with the firm’s corporate practice. We work closely with our colleagues and clients to harmonize and direct litigation in a way that minimizes the risks and effects on the proposed transaction. We work closely alongside our corporate attorneys long before litigation is filed. This allows us and our clients to focus on anticipating and reducing possible litigation risks. This proactive approach not only decreases the costs and risk often associated with the characteristic fast pace of M&A litigation but produces strong deals. Of course, we have represented both acquiring and target companies and their boards when litigation does ensue.

Post-Deal Litigation
Our services extend past the closing of a deal or transaction. We have represented clients in dealing with the growing trend of post-closing challenges to transactions based on allegations that stockholder votes were “coerced,” exercising stockholders’ appraisal rights or taking advantage of the more recent “quasi-appraisal” theory. These suits are becoming more prevalent as courts are taking a more skeptical view toward the disclosure settlements that have been so common in the past. And without a clear path to settlement, the stakes in these suits are higher than ever. Our team understands that litigation does not end at closing, and has broad experience defending clients long after the deal has closed.

Members of our team have represented clients across a wide range of industries in post-deal litigation involving the parties to the transaction themselves. These suits include purchase price adjustments and valuation disputes; net working capital disputes, which often involve application of generally accepted accounting principles (GAAP); indemnification disputes; escrow disputes; earn-out disputes; claims relating to representations and warranties; damage analyses using EBITDA and other metrics; and other claims such as fraud and misrepresentation or conspiracy.