Our Attorneys Give You Recourse Against Unfair Mergers

Experienced attorneys will fight for a fair deal

It is a matter of fact that corporate management often does not hold shareholder interests as a primary concern when executing mergers and acquisitions. Whether fighting a buyout at an unfair price or prosecuting breach of financial responsibility by board members, Lowey Dannenberg Cohen & Hart, P.C. provides the breadth and depth of experience needed to represent your interests to the fullest extent.

A track record of success forging fair merger terms

Since the 1960's, our experience includes numerous successes altering the terms of unfair merger agreements, both in the Delaware Court of Chancery and other jurisdictions.  Some of these successes include:

  • Representing three mutual funds advised by Federated Investors, Inc. as co-lead plaintiffs in a class action brought in the Delaware Court of Chancery. On the eve of trial, we achieved, with our co-lead counsel, a $69 million increase in the merger consideration paid to the shareholders of Affiliated Computer Services, Inc. by Xerox Corporation.
  • Acting as co-lead counsel for a class of seat holders seeking to enjoin the merger between the New York Stock Exchange and Archipelago Holdings, Inc. As a result, the merger terms were revised, providing the seat holders with more than $250 million in additional consideration. In addition, the NYSE agreed to retain an independent financial adviser to report to the Court as to the fairness of the deal to the NYSE seat holders. Plaintiffs also provided the Court with an expert analysis of the independent financial adviser's report. Both reports were provided to the seat holders prior to the merger vote. The Court noted that "these competing presentations provide a fair and balanced view of the proposed merger and present the NYSE seat holders with an opportunity to exercise their own business judgment with eyes wide open. The presentation of such differing viewpoints ensures transparency and complete disclosure."
  • Defeating motions to dismiss and achieving a $242.6 million increase in merger consideration for the public stockholders of Aramark Corporation.
  • Winning a three-day bench trial in a statutory appraisal proceeding in which the Delaware Court of Chancery awarded our clients, an institutional investor and investment advisor, $2.43 more than public shareholders who did not seek appraisal.
  • Obtaining an injunction from the Delaware Supreme Court enjoining a proposed merger between NCS Healthcare, Inc. and Genesis Health Ventures, Inc., thus accepting our argument that the NCS board had breached its fiduciary obligations by agreeing to irrevocable merger lock-up provisions. As a result, the NCS shareholders were able consider a competing takeover proposal by Omnicare, Inc. of 300% more than offered in the enjoined transaction, providing NCS's shareholders with an additional $99 million.
  • On the eve of a scheduled hearing of a preliminary injunction motion, we and co-lead counsel achieved a $200 million increase in the consideration paid to shareholders in an acquisition by a private equity firm.

Contact us.

If you or your institution has been harmed, nationally-recognized Lowey Dannenberg has the experience needed to handle your complex litigation needs. Speak with an attorney at our offices in New York or Pennsylvania online or at 914-997-0500.