M&A Disputes

Founders, investors, private equity funds, and deal makers frequently turn to TDR to help resolve disputes over corporate transactions. We are practiced in resolving disputes resulting from mergers and acquisitions, including:

  • Breach of transaction warranties and agreements
  • Earn-out agreements
  • Transaction-related escrow and indemnification claims
  • Appraisal actions and other minority transaction challenges
  • Shareholder buy-back and valuation disputes
  • Officer and owner advancement actions
  • Books and records requests
  • Put rights, purchase options, and rights of first refusal
  • Derivative actions and other shareholder challenges to a transaction, especially those implicating directors’ fiduciary duties

Our attorneys have handled such cases involving corporations organized in Illinois, Delaware, New York and many other states. Additionally, we have extensive experience with similar disputes involving alternative entities, including limited liability companies and limited liability partnerships.

Representative Matters

      • After a publicly-announced potential merger of two global pharmaceutical companies, we successfully negotiated compensation packages on behalf of numerous senior-level pharmaceutical company executives following our review of the governing change-in-control agreements.
      • We helped a non-profit organization pursue post-merger claims against the board of directors of the surviving corporation for breaches of fiduciary duty leading to the organization’s insolvency. We helped favorably resolve the claims before filing suit.
      • We assisted Delaware counsel in obtaining the dismissal of an advancement action by a former C-level executive.
      • We successfully briefed an appeal in the Illinois Supreme Court on a matter of first impression concerning subject matter waiver of the attorney-client privilege in business transactions. In a unanimous opinion, the Court ruled in the firm’s clients’ favor, held that no waiver had taken place, and reversed an appellate court decision that would have required production of thousands of privileged communications. The case is Center Partners, Ltd. v. Growth Head GP, LLC, 2012 IL 113017.