Large Firm Sophistication – Small Firm Values

Andre Springer

Merger & Acquisition Litigation

Our Firm’s mergers and acquisitions practice focuses on challenging mergers and acquisitions that arise from a board of director’s breach of fiduciary duty resulting in an unfair price to shareholders.  

Under most state corporate governance laws, the board of directors of a public company owe fiduciary duties to shareholders. These fiduciary duties include, the duty of care, good faith, loyalty and duty of disclosure.  In Delaware, when the merger constitutes a change of control, the board of directors owes shareholders the duty to maximize shareholder value.  Also in Delaware, when a controller takes a company private, defendants are usually tasked with demonstrating the transaction was entire fair to shareholders.  

According to the Delaware Division of Corporation’s more than 50% of all U.S. publicly-held corporations are incorporated in Delaware.  When mergers are challenged, Delaware law applies in most transactions.  As a Delaware-based law firm, we are uniquely qualified to litigate merger class actions.  As Delaware licensed attorneys our Firm is at the forefront of new legal developments and theories from the nation’s premier business court, the Delaware Court of Chancery.

If you wish to discuss a potential merger or acquisition case, please contact us at or call toll free at 1-800-423-6013 for a free initial consultation.