A National and International Litigation Practice
We have represented clients in some of the world’s largest and most complex disputes, including domestic and cross-border deal litigation, corporate governance disputes, white collar and regulatory defense, commercial litigation, securities litigation, bankruptcy litigation, complex settlements, appeals, and arbitration. Our litigators have a long history of handling cutting-edge merger litigation, including many of the most significant takeover defense battles in history. We are called upon to play a central role in high stakes and high profile matters generally, including litigation related to the tragic events of 9/11, the recent financial crisis, and other litigations with fundamental consequences for our clients. We also assist our clients with sensitive internal and law enforcement investigations. In addition, our litigators engage in significant pro bono activity at both the trial and appellate court levels, write and speak in areas of expertise, and teach at the nation’s top law schools.
Our Approach to Litigation
A tight-knit group of approximately 75 lawyers, we approach each matter with intensity, thoroughness and creativity and build teams appropriate to the circumstances. We approach our clients’ legal issues within the larger framework of their strategic, business, and financial goals. We specialize in matters that require careful attention, tested experience, and a high degree of expertise. We handle litigation at all stages, from pre-suit counseling and investigations through trials and appeals. Engagements undertaken by the Firm are at all times afforded the direct personal attention of partners possessing relevant expertise. Our approach is to achieve the best result for the client as quickly as possible. We regularly take cases to trial and win before judges, arbitrators and juries. But we also know when it makes sense to settle, and we have structured some of the largest and most complex litigation settlements to date.
Takeover and Merger Litigation
We are known for trendsetting takeover, transactional, and corporate governance litigation. We litigated the Revlon, Household, and other cases in the 1980s that set the doctrinal framework for all subsequent deal litigation. And the Firm continues to lead in the area — year after year, Wachtell Lipton handles the most important corporate governance and takeover cases in the nation, from the seminal case Corwin v. KKR Financial, which recognized the merger ratification defense to the successful Airgas trial (in which the court reaffirmed the “poison pill” takeover defense against a generation of attack) to the successful Vulcan trial (in which the Firm secured an unprecedented order enjoining a hostile takeover bid) to the successful Sotheby’s defense of the company’s shareholder rights plan against an activist investor attack; to Allergan’s closely watched takeover battle with Valeant and Pershing Square, resulting in a groundbreaking preliminary injunction that set new federal precedent against unfair tactics in takeover bids. Other leading merger cases the firm has litigated include: Paramount Communications, Inc. v. Time, Inc.; Paramount Communications, Inc. v. QVC Network, Inc.; and IBP, Inc. v. Tyson Foods. In recent years, our litigators also have led the charge against appraisal arbitrage litigation, securing post-trial victories in the appraisals of Ancestry.com, SWS Group, PetSmart, and AOL. And we have been the thought leaders behind innovative corporate litigation developments in books-and-records suits and stockholder forum-selection bylaws.
Complex Commercial and Securities Litigation
Our approach to complex commercial and securities litigation also exemplifies our focus on fresh thinking and creative solutions and the fact that we are called upon to handle some of the nation’s biggest and most complex cases. We represented National Australia Bank in the landmark Morrison case, in which the United States Supreme Court held that Section 10(b) of the Securities Exchange Act and SEC Rule 10b-5 apply only to purchases and sales of securities in the United States. The decision overturned 40 years of lower-court precedent and eradicated a burgeoning species of securities litigation (so-called “foreign-cubed” and “foreign-squared” class actions) along with billions of dollars in potential liability for foreign securities issuers. We successfully defended Goldman Sachs in Baker v. Goldman Sachs, a five-week jury trial in federal court in which co-founders and major shareholders of a speech-recognition software company, Dragon Systems, were challenging Goldman’s investment banking advice and seeking over half a billion dollars in damages. We helped Bank of America contain its mortgage exposures arising from the financial crisis, including by negotiating Bank of America’s landmark $8.5 billion settlement of claims involving more than 500 trusts for mortgage-backed securities issued by Countrywide and in resolving multibillion dollar claims arising from the foreclosure crisis with the federal government and 49 state attorneys general. Following the tragic events of 9/11, we were called upon to represent the leaseholder of the World Trade Center in two jury trials with its property insurers that ultimately helped it secure enough money to rebuild the site. And we continue to represent Philip Morris USA in arbitrations and litigation that have arisen under the landmark 1998 settlement between the major tobacco companies and 52 states and territories. Wachtell Lipton previously had the lead role structuring and negotiating this more than $200 billion settlement.
Bankruptcy and Restructuring Litigation
We have a long and successful record representing major parties in litigation relating to bankruptcy cases and other debt-related issues. We have represented major companies in the successful defense of actions brought by bankruptcy trustees and creditors. We represented JPMorgan Chase in: (1) the Lehman Brothers bankruptcy, where the Firm obtained summary judgment dismissing $8.6 billion of estate claims; (2) the Bernard Madoff liquidation, where the Firm obtained dismissal of claims by the trustee seeking $18 billion in damages; and (3) the General Motors bankruptcy, where we successfully defended the bank at trial from fraudulent transfer claims seeking $1.5 billion. We represented Campbell Soup at trial and on appeal in defeating a fraudulent transfer challenge to the spin-off of Vlasic Pickles. On behalf of Education Management, the Firm defeated an attempt to enjoin the company’s $1.5 billion restructuring and won a precedent-setting appeal from a judgment under the Trust Indenture Act. We have represented private equity firms, hedge funds, and other clients in significant contested matters arising in chapter 11 cases, including Toys “R” Us and Energy Future Holdings. We also represent companies in defending litigation and default claims by activist debtholders.
White-Collar and Regulatory Enforcement
We have a leading white-collar criminal and regulatory practice. We have represented major financial institutions and multinational corporations, as well as their boards of directors and senior executives, in a broad range of the most complex and typically high-profile white-collar criminal and regulatory enforcement matters, both nationally and internationally. In the past few years alone, our litigators have handled both U.S. and foreign governmental investigations focusing on the Foreign Corrupt Practices Act, criminal tax evasion, criminal transfer pricing, the False Claims Act, insider trading, securities fraud, accounting fraud, criminal antitrust, and export control violations. In addition, we regularly represent boards, audit committees, and special committees charged with conducting special investigations in response to whistleblowers or governmental inquiries.
We have an active pro bono litigation practice. Our lawyers are encouraged to take on pro bono matters with the full support of the Firm and many take advantage of this opportunity. We have represented abused women seeking protection, indigent criminal defendants in the state and federal courts, immigrants seeking asylum, and non-profit organizations challenging government action. We file amicus briefs on significant legal issues on behalf of business groups and others. On behalf of the Chief Judge of the State of New York, we represented the state’s judiciary in historic and successful litigation over the state’s failure to increase the pay of its judges since 1999. We took on one of the earliest cases challenging the military’s policies discriminating against gay service members.