Our lawyers represent buyers, sellers, companies, officers, directors, and special committees in litigation arising from merger and acquisition transactions in state and federal courts nationwide. We assist clients in a broad range of transactional disputes, including:

  • Contested acquisitions
  • Tender offers
  • Asset and stock purchases
  • Investments
  • Proxy contests
  • Leveraged buyouts
  • Joint ventures
  • Spin outs
  • Restructurings
  • Poison pills


Representative Matters

Our attorneys’ merger and acquisition litigation experience includes the following matters, among others:

  • Electronic Data Systems Corporation (“EDS”). Representation of EDS and certain officers and directors in class action alleging misrepresentations and accounting irregularities in connection with purchase of EDS by Hewlett-Packard Company.
  • Holly Corporation. Representation of Holly Corporation in a case alleging breach of a contract to acquire a company for $450 million.  The transaction had failed due when Holly Corporation’s invoked of a material adverse changes provision.  A two week trial in the Delaware Court of Chancery resulted in a verdict that Holly Corporation had not breached the agreement.
  • Highland Capital. Representation of Highland Capital in a motion to dismiss all causes of action relating to a complex financial transaction to purchase a cable company.  In a lengthy opinion, the court adopted McKool Smith’s arguments that Highland Capital had no duty to fund the deal and that it cannot be liable for any breach of contract by its subsidiary.
  • Hicks, Muse, Tate & Furst Incorporated (HM Partners LLC). Representation of Hicks Muse, one of the country’s leading private equity investment firms, in defense of a lawsuit filed by Healthco, a dental supply company that went into bankruptcy after being purchased by Hicks Muse. The trustee for Healthco’s bankruptcy estate alleged damages of more than $370 million. After an eight-week trial, a Massachusetts jury found in favor of Hicks Muse on every single claim.
  • ACS Shareholders Litigation. Representation of the founder and former Chairman of Affiliated Computer Services, Inc., in litigations challenging then pending merger between ACS and Xerox Corporation.  The merger successfully completed and cases settled favorably.
  • Apollo Management L.P. and its portfolio company, Hexion Specialty Chemicals.  Representation of Apollo and Hexion in prosecuting an expedited proceeding against Credit Suisse and Deutsche Bank to compel specific performance of their commitment to provide $15 billion in financing for Hexion's proposed merger with Huntsman Chemical.

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