LTL Specializes in Helping Clients Vindicate Their Rights and Fend Off Aggressive Action in M&A Deals
We represent a variety of clients with disputes stemming from sophisticated M&A transactions, including middle-market companies, institutional and individual investors, startups, individual officers and directors, and investment banks and other financial advisors.
At LTL, we specialize in helping our clients use litigation to vindicate their rights in M&A deals and fend off aggressive action by their deal counterparties. Our attorneys are experienced with enjoining transactions, cancelling transactions that have fallen apart pre-closing, ensuring transactions are consummated, as required, and protecting our clients’ rights when issues arise post-closing. We are also well-versed in helping investment banks and financial advisors collect deal-related fees on M&A transactions.
Because we are a litigation boutique with a lean but seasoned bench of trial lawyers, our M&A litigation practice is not limited by a transactional practice or “business conflicts.” We can be adverse to established players in the M&A space and have represented parties on all sides of M&A deals, including buyers, sellers, and deal advisors.
LTL’s attorneys also have considerable experience practicing in Delaware Chancery Court where many complex M&A cases are litigated.
Our lawyers’ extensive M&A litigation experience includes:
- Expedited litigation concerning whether complex sale and merger transactions will be required to close
- Blocking transactions through temporary restraining orders and preliminary injunctions
- Breach of deal covenant and representation and warranty claims
- Litigation regarding disputed earnout obligations
- Indemnification claims arising under complex M&A agreements
- Fiduciary breach claims asserted against controlling shareholders and directors
- Breach of contract and similar claims brought on behalf of investment banks and other financial advisors to enforce M&A-related engagement agreements
- Litigation related to leveraged buyouts, financings, and other complex sale and merger transactions
Though we are well-versed in actively litigating and trying M&A cases, we are also ever mindful of our clients’ business objectives and routinely aid our clients in resolving significant M&A disputes out of court.
The following are indicative of our attorneys’ M&A litigation experience:
- Represented Mirae Asset Management in a $6 billion “busted” deal case before the Delaware Chancery Court related to the failed sale of a portfolio of luxury hotels. Following expedited pre-trial proceedings and a fully remote trial amidst the COVID-19 pandemic, the Court found that Mirae Asset Management properly terminated the sale based both on the Material Adverse Effect provision in the parties’ transaction agreement and the seller’s breach of another contractual condition precedent to closing. The Court ordered that Mirae Asset Management be returned its $580 million deposit and further awarded Mirae $33.5 million in attorneys’ fees. See, e.g., Delaware judge excoriates Gibson Dunn in Anbang/Mirae busted deal ruling. The decision was affirmed 5-0 by the Delaware Supreme Court on appeal.
- Represented Menalto Advisors LLC in a Delaware Superior Court action against a former client regarding a multi-million-dollar investment banking fee on a complex M&A transaction.
- Represented Lion Copolymer Holdings LLC and its majority shareholder in defending a suit brought by several minority shareholders in Delaware Chancery Court related to a disputed, multi-million-dollar capital raise.
- Represented market leading Amazon brand aggregator in multi-million-dollar arbitration regarding breaches of representations and warranties and disputed inventory liabilities arising from complex M&A transaction.
- Represented advanced stage startup in multiple disputes with M&A counterparties in matters concerning millions of dollars in contested earnout payments.
- Representing renown investment bank in fee dispute concerning 300+ million equity financing transaction.