M&A-Related Litigation

Davis Polk is widely known for our leadership in M&A-related litigation. We handle cases in state and federal courts across the country, including particularly the Delaware Court of Chancery. Our national practice routinely:

  • Litigates pre- and post-closing challenges to mergers and acquisitions. 
  • Defends acquirers, targets, financial advisors, and accounting firms against direct and derivative claims brought by shareholder plaintiffs and/or parties to a transaction.
  • Advises potential acquirers and targets in connection with affirmative litigation against counterparties in hostile deal activity. 

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.


Legal 500 U.S.

  • “The team has won roles in many high-profile matters in the increasingly important area of cases involving financial advisers to M&A deals.”
  • Clients comment - Davis Polk & Wardwell LLP has ‘a very strong group that is very effective and understands the nuances of different jurisdictions’.

Notable Matters

  • Broadcom. We represented a special committee of Broadcom Corporation’s board of directors in connection with the company’s approximately $37 billion proposed acquisition by Avago Technologies Limited, the largest announced M&A transaction in the history of the semiconductor industry.
  • H. J. Heinz Company. We achieved a significant victory for our clients, H.J. Heinz and its board of directors, in connection with litigation challenging the proposed $28 billion acquisition of Heinz by an investment consortium led by Berkshire Hathaway (Warren Buffett) and 3G Capital.
  • J.P. Morgan.  We represented J.P. Morgan in connection with litigation resulting from the proposed $24.9 billion acquisition of Dell, Inc. by Michael Dell and partner Silver Lake Management LLC;
  • ExxonMobil. We successfully represented ExxonMobil in 12 federal and Texas state shareholder litigations challenging the terms of and seeking to enjoin ExxonMobil’s proposed $41 billion acquisition of XTO Energy, an independent natural gas company.
  • Roche. We represented Roche in all litigation arising out of its $47 billion acquisition of Genentech, its $3.4 billion acquisition of Ventana, and its $230 million acquisition of Anadys Pharmaceuticals.
  • ConAgra Foods. We represented ConAgra Foods in challenges to its $6.8 billion acquisition of Ralcorp Holdings, Inc. 
  • Palm. We represented Palm and its directors against 13 separate lawsuits claiming that the defendants breached their fiduciary duties to Palm’s shareholders in connection with the $1.2 billion acquisition of Palm by Hewlett-Packard.
  • El Paso Electric Company. We represented El Paso Electric Company in connection with litigation advice related to its sale of its interest in the Four Corners Power Plant to Arizona Public Service Company.
  • Dialog Semiconductor. We represented Dialog Semiconductor in litigation related to earnout provisions in its acquisition of iWatt. Plaintiffs asserted claims for breach of contract, fraud, breach of the implied covenant of good faith and fair dealing, and negligent misrepresentation. Davis Polk successfully moved to dismiss all claims except the claim for breach of contract, and ultimately reached a very favorable (pennies on the dollar) settlement with the plaintiffs over the remaining claim.
  • Barnes & Noble. We represented a special committee of Barnes & Noble in connection with challenges to its $600 million acquisition of Barnes & Noble College Booksellers.