Gibson Dunn's Securities Litigation Group has extensive experience in defending the litigation that inevitably follows the announcement of public company mergers.  We have experience in working closely with our corporate lawyers in anticipating potential issues before a deal is announced, to minimize the costs and risks associated with the fast-paced discovery and preliminary injunction battles that often accompany such deals.  We have successfully handled such litigation all over the country, through both aggressive litigation on the merits or favorable settlement where appropriate.

Our mergers and acquisitions practice, including takeover defense, is one of the most extensive and well respected in the country.  According to Corporate Control Alert, Gibson Dunn ranks among the top five firms in helping takeover targets defend themselves.

In recent years, we have worked on many of the major hostile offers in the United States and abroad, including Gas Natural's bid for Endesa; RedZone/Dan Snyder's hostile offer for Six Flags; Beverly Enterprises' defense of a hostile proxy contest from Formation Capital; Coeur d'Alene Corporation's hostile cross-border tender offer for a Canadian mining company, Wheaton River Minerals Ltd.; and the Unocal Corp. takeover of Mesa Petroleum, which is considered one of the landmark cases in the hostile takeover arena.  We also represented: Maxwell Shoe Company, Inc. in connection with its defense of an unsolicited offer by Jones Apparel Group; Hallwood Realty in connection with an unsolicited hostile offer by an affiliate of Carl C. Icahn; Atlantic Coast Airlines Holdings, Inc. in connection with its successful effort to fend off a hostile takeover attempt by Mesa Air Group; and ArvinMeritor in its attempted takeover of Dana Corporation.  We also represented Recordati S.P.A. in connection with the first unsolicited offer for a Polish company.

Gibson Dunn's securities litigators also represent companies, directors and their financial advisors in connection with shareholder litigation arising out of proposed mergers.  Recent assignments have also included representations in the mergers of Hollywood Entertainment, Harrahs Entertainment, ValueClick and K2, among others.

This track record is hardly surprising, as Gibson Dunn attorneys created many of the legal ideas and strategies that others in the legal industry now employ. Here is a sampling of some of our recent successes.

• Computer Sciences Corporation.  We defeated a motion for a preliminary injunction seeking to stop the acquisition of First Consulting Group. Inc., a provider of consulting and other services for healthcare, pharmaceutical and life sciences organizations, by Computer Sciences Corporation. The motion claimed there had been an unfair bidding process and that First Consulting Group's investment banker had failed to include a discounted cash flow as part of its fairness opinion which was included in the proxy. After expedited discovery, including depsitions in London, North Carolina, Chicago, Dallas and New York and an expedited briefing scehdule, Judge Carolyn Kuhl issued her order denying the motion for preliminary injuncition in its entirety.

• Tribune Company.  We helped defeat an injunction sought by shareholders brought to halt the closing of the purchase of the Tribune Company by Sam Zell.  Judge Victory Chaney heard argument for over 6 hours, after which she denied in all respects the plaintiffs motion for preliminary injunction, thereby clearing the way for the tender offer to close. 
• Parlux Fragrance. We represented Parlux Fragrance in a successful defense of a consent solicitation by an activist shareholder to replace the entire board.
• Decalth Systems Inc.  We thwarted the attempt of an activist shareholder, hedge fund Laddcap Value Partners LP, which was trying to seize control of Delcath.  Over two months of intensive emergency emergency litigation, involving more than a dozen court hearings in two jurisdictions and a federal appellate argument, our team prevailed at every turn and, finally, on the eve of trial, Laddcap abandoned its quest for control and agreed to a lopsided settlement.
• National Association of Securities Dealers (NASD, now FINRA)  Our client NASD employed our deep experience in merger and acquisition litigation in an unique case involving the consolidation of certain of its regulatory functions with those of the New York Stock Exchange (NYSE).  The NASD retained us to represent it in litigation brought by an NASD member firm which sought to prevent the NASD from completing a transaction that would make the newly combined entity the single private-sector regulator of U.S. securities firms -- a transaction with far-reaching implications for the securities markets.  Against allegations that the proxy statement to NASD members was misleading, we moved to dismiss the complaint for lack of jurisdiction on the ground that plaintiff had failed to exhaust its administrative remedies before the SEC.  The court agreed and under its decision all challenges to amendments to NASD's by-laws must proceed before the SEC, whose decisions are reviewed deferentially by appellate courts -- and without private-party discovery.