Leadership Fights and Multi-Jurisdictional Gamesmanship in Deal Litigation
June 2, 2011
Over the past three years there has been a notable increase in the volume of M&A-related litigation. Some causes of the increase include fewer securities class action suits, efforts to copy high-profile successes in prior deal cases, and incentives created by fee awards.
The volume increase is not specific to Delaware, as firms have filed in many other available jurisdictions. While properly prosecuted quality cases can and often do help to improve corporate governance practices and correct misconduct, the high volume of M&A litigation is at times creating problems for the courts, litigants, and third parties.
The panel, which includes Richards Layton’s Greg Varallo, will focus on several important procedural aspects of the evolving M&A litigation landscape, including forum selection, class counsel leadership fights, parallel litigation in multiple courts arising from the same claims, disclosure based settlements, and the role of the Delaware Court of Chancery.
As to forum selection and leadership appointments, the panel will discuss considerations that impact both the choice of forum, and the choice of lead counsel for the class, along with the nuts and bolts of Chancery Court practice, the unintended (or even unsavory) consequences of existing rules, holdout problems, dysfunctional prosecutions, and inefficiency for defendants. The panel will discuss the latest developments and explore ways to improve the leadership process so as to avoid negative results.
The panel will also explore problems arising from, and potential solutions to, parallel M&A litigation. These problems include competing judges, ethical and privilege issues, the race to the courthouse to seek unusual forms of relief, and ethical issues that arise in settlement negotiations, particularly in the context of disclosure based settlements.