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.

• We represent 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 represented Roche in connection with challenges to its $46.8 billion acquisition of Genentech and in an appraisal action in the Delaware Court of Chancery. A preliminary injunction motion was fully litigated in the Delaware Court of Chancery.
  
  
• We represented ExxonMobil in connection with challenges to its $41 billion acquisition of XTO Energy.
  
  
• We represented CVS in connection with separate challenges to its $27 billion acquisition of Caremark brought by shareholder-plaintiffs and a competing bidder.
  
  
  
• We represented Banco Santander in connection with challenges to its $1.9 billion acquisition of Sovereign. A preliminary injunction motion was fully litigated in Pennsylvania state court.
  
  
• We represented PepsiCo in connection with challenges to its $7.8 billion acquisitions of PBG and PAS and in affirmative litigation by PepsiCo against PBG to challenge PBG’s defensive measures.

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