Corporate Governance Litigation

As part of Wilson Sonsini’s multi-discipline approach, the firm’s comprehensive corporate governance practice also encompasses litigation—representing companies, corporate officers, boards of directors, special board committees, and financial institutions and investors—in complex contested governance matters including M&A litigation, corporate control disputes, shareholder litigation demands, and derivative lawsuits. Wilson Sonsini also has an experienced team that represents special litigation and demand committees in conducting investigations of alleged misconduct and breaches of fiduciary duty.

M&A Litigation

Wilson Sonsini’s governance litigation team represents companies, officers, directors, and other third parties involved in mergers and acquisitions confronted by shareholder claims and other legal maneuvers aimed at preventing or enforcing transactions. Our team works closely with clients—companies (both as acquirors and targets), investors, private equity firms, hedge funds and other stakeholders—throughout the course of a transaction.

Representation at All Deal Stages

At different stages of a given transaction, we advise clients on best practices for process-based issues that often arise in litigation, including on potential conflicts of interest, change-of-control obligations, disclosure requirements, and other key steps or milestones. The team’s experience in contested matters and deal-related litigation includes, for example:

  • “Busted-deal” disputes
  • Corporate takeover-related disputes
  • Going-private transactions
  • Fiduciary duty claims
  • Poison pill and other defensive-measures
  • Post-deal earnout disputes
  • Proxy battles

Key Delaware Expertise

Wilson Sonsini also has a recognized and renowned team of Delaware law experts, which gives our clients an important and strategic advantage for three key reasons: (a) the sheer number of companies incorporated under Delaware law; (b) Delaware law governs the fiduciary duties of boards of directors of those companies; and (c) Delaware law influences corporate law in numerous other states in which we also represent clients involved in deal-related litigation.

Also of strategic importance to our clients is our team’s proven track record of achieving favorable resolutions in M&A disputes litigated in the Delaware Court of Chancery and throughout the U.S. , including both state and federal jurisdictions.

Though the majority of our experience involves publicly held corporations, Wilson Sonsini’s M&A litigators also represent clients in contested matters arising out of private company deals.

Special Litigation and Demand Committees

With the increase in derivative litigation in recent years, boards of directors are increasingly looking to independent committees formed to consider stockholder litigation demands and derivative litigation. Wilson Sonsini has deep experience advising demand review committees (formed to consider litigation demands made on the company) and special litigation committees (formed where derivative litigation has been filed and the board is deemed interested).

The Heightened Value of our Experience

 Wilson Sonsini advises demand review committees (formed to consider litigation demands made on the company) and special litigation committees (formed where derivative litigation has been filed and the board is deemed interested).

Our experienced team stays abreast of the key issues and case law related to special litigation and demand committees, which allows us to provide ongoing, immediate, and business-forward advice to clients. Also, because Delaware courts have continued to define and develop specific procedures and preferences for addressing litigation involving special committees, our team’s experience positions us to represent clients where, as well as when, clients need us.

In matter after matter, our team has applied its high level of experience to quickly assess underlying facts, help clients address complicated fiduciary duty issues, and follow a process that is the best interest of the corporation—and one that can withstand rigorous judicial review. See the above tab for a list of select matters.

A Team Anchored by Seasoned Litigators and Former Jurists

Wilson Sonsini’s experienced team includes proven litigators and former jurists who have represented clients in disputes involving complicated and potentially business-threatening claims brought by shareholder activists, serial plaintiff counsel firms, and other aggressive parties. For example, our team includes William (Bill) B. Chandler, III, the former Chancellor on the Court of Chancery, and Joseph R. Slights III, the former Vice Chancellor on the Court of Chancery, who bring their wealth of knowledge from their time on the bench to these matters. The team also includes Katherine Henderson and Brad Sorrels—both of whom lead the firm’s corporate goverance litigation practice. To view the complete team, click here.

See Corporate Governance Litigation Practice on