Corporate Transaction Litigation

Cornerstone Research has worked on some of the largest and most groundbreaking corporate transaction litigation matters.

We have analyzed economic, financial, and governance issues arising in mergers, acquisitions, hostile takeovers, asset sales, spin-offs, financing, and other transactions. We have worked on these complex cases in federal, Delaware Court of Chancery, and other state courts. Our network of experts includes preeminent academics, investment bankers, venture capitalists, and transaction advisors.

Corporate Transaction Litigation Capabilities

Takeover Defenses

Cornerstone Research has worked on several disputes over a target company’s resistance to an acquisition proposal. We have worked with experts to prepare opinions on the rationale for and economic effects of target and acquirer strategies in a takeover. We have addressed valuation and other issues arising in this context.

Corporate Governance

Typical corporate governance allegations in corporate transactions include failure by a target company’s board to organize a competitive sales process and set up necessary committees; insufficient disclosures or misrepresentations in merger filings; and conflicts of interest related to executive noncompete agreements, change-of-control pay, and retention by the acquirer.

To address these allegations, Cornerstone Research has analyzed governance standards and industry practices for the sale process, proxy disclosures, merger terms, and executive pay.

Breach of Transaction Agreements

Cornerstone Research has experience in disputes involving an acquirer’s decision to abandon a proposed acquisition. In these cases, an acquirer may cite, for example, a material adverse change, reliance on misleading information, or other misrepresentations.

We have also addressed post-closing disputes, such as an acquirer alleging that the former target’s management and directors misrepresented information about the target, or a former target’s shareholders alleging that the value of their consideration was adversely affected by misinformation or breach.

Due Diligence

Our staff and experts have analyzed the customs and practices of due diligence in acquisitions, private equity, venture capital, and other transactions.

Valuation

We have conducted complex valuation analyses of companies, securities, and assets. These have included contingent payments and derivatives, intellectual property, contracts, warrants, and commodities. We have also analyzed the impact of capital structure on firm value. We have assessed the adequacy of consideration or reasonably equivalent value, including direct and indirect benefits exchanged in corporate transactions.

We have evaluated fairness opinions and valuations, compared alternative bids, analyzed hedging by various counterparties, and calculated damages arising from corporate transaction litigation. In each case, our staff and affiliated experts have applied appropriate valuation techniques, such as Monte Carlo simulations, discounted cash flow analyses, comparisons of multiples, and analyses of stock market reactions to disclosures.

Antitrust Review

In addition to our transaction experience, Cornerstone Research also has experience with regulatory merger review.