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M&A Litigation

  • Represented a global biotechnology company in a lawsuit seeking to enjoin the contemplated merger between the company and a pharmaceutical corporation based on alleged breaches of fiduciary duties of loyalty and care by the client's board of directors in connection with that transaction.
  • Represented a national health care services company following a $125 million acquisition in post-transaction litigation brought by seller in United States District Court in Massachusetts and obtained a favorable summary judgment and an award of full attorney’s fees for client.
  • Represented a telecommunications company in a post-closing indemnification dispute following the sale of a subsidiary.
  • Represented the nation’s largest hospital chain to defeat an effort to enjoin the client’s $33 billion leveraged buyout, the second largest LBO in American history.
  • Represented the seller of an e-commerce business that was being acquired by a multinational mass media corporation. Our representation included the negotiation of competing offers and the terms of sale of the company as well as employment and other agreements for the key executives with the acquirer.
  • Represented a medical device company in a dispute arising out of an M&A transaction. The acquiring company, our client, asserted that many of the assets sold were defective, thus triggering a contentious dispute over the holdback as part of the transaction. The matter was resolved pursuant to a confidential settlement that was favorable to the client.
  • Represented the Orchid Cellmark board in connection with shareholder derivative litigation alleging breach of fiduciary duty in connection with a merger transaction. Plaintiffs moved to enjoin the merger. Rather than settle the matter (the typical resolution of these cases), the clients elected to litigate. After expedited discovery and motion practice, we defeated plaintiffs’ attempt to enjoin the transaction and the merger closed on schedule.
  • Represented the former officers and directors of The Learning Co. (TLC) in a shareholder class action alleging violations of Section 11 of the '33 Act brought by former shareholders of Broderbund, Inc., a company previously acquired by TLC.  We prevailed at the motion to dismiss stage, advancing a novel legal argument demonstrating the lack of legally cognizable damages. We secured an affirmance of the dismissal on appeal.
  • Represented a manufacturer of electronics, in defending against Section 220 claims related to the company’s proposed multibillion take-private merger with a manufacturer of ceramics and electronics.
  • Represented the CEO of a global media company in shareholder litigation, consolidated in the Delaware Court of Chancery, pertaining to a "going private" transaction. Achieved settlement on very favorable terms for the client.
  • Representing a global alternative asset investment manager in a derivative matter in Delaware Chancery Court related to the acquisition of a portfolio of oil producing assets.
Case Study
Mintz represented XpresSpa Group, Inc. before the Second Circuit Court on appeal from the SDNY. Appellants sought to overturn the SDNY decision granting XpresSpa summary judgment and an earlier decision dismissing all of the appellants’ state law claims.
Case Study
In litigation arising from the sale of a prominent top-performing Mercedes-Benz dealership and related real estate, Mintz secured a complete defense verdict for sellers Encino Motorcars, Inc. and its owners. The court ultimately awarded Mintz's clients nearly $3.1 million in attorney fees and costs.
Case Study
Mintz represented a telecom company in a post-closing indemnification dispute regarding the sale of a subsidiary. The buyer demanded escrowed funds to pay post-closing taxes. The litigation resolved after the buyer's low post-closing tax liability was revealed.
Case Study
Mintz successfully mediated a dispute relating to medical device company Invivo Corp.’s retention of an $850,000 holdback reserve in its acquisition of Hologic, Inc.’s Sentinelle, an MRI coil product line. Mintz argued that Invivo suffered monetary losses due to Hologic’s breaches and inaccuracies.