Our Approach

Davis Polk has a leading national practice advising and representing clients in pre- and post-closing challenges to mergers and acquisitions. In addition to our work on contested mergers, we defend buyers, sellers, financial advisers and accounting firms against claims concerning post-closing adjustments, indemnities, breaches of contract, fraud and misrepresentation.

Notable Matters

  • We are defending the Board of Directors of Bank of America in shareholder derivative actions in the Delaware Chancery Court and other federal and state courts arising from Bank of America’s acquisition of Merrill Lynch.
  • We represent PepsiCo, Inc. in litigation in three states arising out of its announced bid and subsequent agreement to acquire Pepsi Bottling Group, Inc. and PepsiAmericas, Inc.
  • We advised Roche on its hostile bid to acquire Genentech, and represented Roche in more than 30 lawsuits challenging its bid and the transaction ultimately negotiated by Roche. We then structured a global settlement resolving all of the litigation concerning the transaction, pending final court approval.
  • We successfully represented a group of six banks, led by Citigroup Inc. and Deutsche Bank, in New York and Texas lawsuits relating to the financing of one of the largest-ever leveraged buyouts—the acquisition of Clear Channel Communications by affiliates of Bain Capital and TH Lee Partners. After trial commenced, the litigation was settled as part of a restructuring of the transaction at a lower price and with reduced loans by the bank group.
  • We defended CVS Caremark in Delaware and California shareholder litigation arising from its $2.8 billion tender offer for Longs Drugstores.
  • We represented AMI Semiconductor in shareholder litigation seeking to block its $915 million acquisition by ON Semiconductor; the transaction closed as scheduled.
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