Mergers & Acquisitions Litigation

Litigation seeking to block or enforce M&A transactions is filed in connection with almost every acquisition of a US public company, and Latham & Watkins' securities litigators have extensive experience litigating — and prevailing — in these fast-paced, deal-related actions.

Why Latham

During the early stages of corporate transactions, potential acquirers, targets and financial advisors consult with Latham litigators on issues ranging from deal protection measures, conflicts of interest and change-of-control payments to disclosure obligations. As the deals get underway, Latham litigators handle all types of litigation arising from M&A transactions, including:

  • Appraisal actions 
  • Hostile tender offers
  • Material adverse change litigation
  • Poison pill cases
  • Proxy contests
  • Shareholder bump-up suits

The team is well-versed in Delaware law, which governs the fiduciary duties of boards of directors of Delaware corporations, and the corporate law of numerous other states, some of which differ from Delaware law in material respects. Latham securities litigators have prevailed decisively in M&A litigation filed in the Delaware Court of Chancery and in multi-forum litigation filed simultaneously in state and federal jurisdictions across the country, winning at the preliminary injunction stage and at trial. Latham litigators handle disputes arising out of private company transactions as well, including corporate control litigation, director and shareholder disputes, earn-outs and breach of contract actions.

The team works hand-in-hand with clients, defeating plaintiffs’ attempts to materially impact the transaction and preserving the shareholders’ ability to vote on the deal or choose whether to tender their shares — or otherwise successfully appealing to the courts to enforce or alter the transaction in a way that enables the client to obtain the deal it wants.

Awards & Rankings

  • Latham Recognized Across the Board for Litigation & Trial Prowess - October 14, 2020
  • Latham Ranked Among Top Two Antitrust Practices Globally - June 02, 2019
  • Boston Partner Honored by Massachusetts Lawyers Weekly - May 24, 2018
  • Greater China Practice Honored for Disputes and Finance Work - October 05, 2017
  • Firm Scoops Two US Team of the Year Awards for Antitrust and Environment Practices - August 19, 2014

Latham fields an “excellent team” that is known for being "very creative, very solutions-oriented, highly commercial and with a winning approach. They're very sharp, very plugged-in and really understand the industry." Clients also say Latham’s securities litigators are “very high-quality” and that “across the board, their work is awfully good.”

Chambers USA 2020

Media Coverage

Another Stacked Week of Litigator of the Week Runners-Up and Shout OutsTop Women Lawyers in California: Michele JohnsonDXC Gets Another Merger Stock-Drop Suit Tossed, For Now


Latham & Watkins Represents Rothesay on Landmark Court of Appeal VictoryLatham Recognized Across the Board for Litigation & Trial ProwessThe American Lawyer Spotlights Latham’s Powerhouse Women Trial Lawyers

Thought Leadership

Jurisdictional Issues in Deals Involving Joint VenturesCOVID-19: Due Diligence Considerations for M&A TransactionsItaly’s Liquidity Decree Extends Foreign Investment Regulation in Response to COVID-19