When a public company agrees to a merger or acquisition, it is common for the plaintiff's bar to send demand letters or file complaints threatening to delay or derail the transaction. These complaints can take several forms, but often focus on the proxy statement disclosures made by the target company, and typically name the target company and its directors as defendants. The plaintiffs and plaintiffs' lawyers, many of whom are repeat players, often assert violations under Section 14 of the Securities Exchange Act of 1934, and seek additional disclosures, as well as settlement payments (or "mootness fees"), from the named defendants.

When faced with a disclosure-based litigation, companies and their directors face complicated decisions regarding how to respond, including whether it makes more sense to oppose the complaint than to pay a settlement. We work proactively with clients to manage expense to make it cost-effective to fight baseless complaints on their merits.

Our experience in disclosure litigation includes:

• Defeating a motion for preliminary injunction in a bank merger 

• Representing financial institutions in connection with Section 14 challenges

• Motions to dismiss Section 14 claims

• Advising clients in connection with claims brought under state and federal disclosure laws

• Negotiating settlements and curative disclosures

• Responding to demand letters and complaints

• Coordinating communications and negotiations in complex actions featuring multiple plaintiffs' lawyers across multiple jurisdictions