Polsinelli’s national business litigation practice includes the representation of buyers, sellers, and other parties involved in or impacted by merger and acquisition transactions. These transactions involve a broad cross-section of business organizations, ranging from family-owned private corporations, limited liability companies and partnerships to Fortune 500 companies. Our clients include:
  • Directors, officers, managers, managing members, and general partners
  • Boards, standing board committees, special committees and their respective advisors
  • Shareholders, members, partners and other significant stakeholders
  • Successors

Our business litigators work closely with the firm’s transactional attorneys to provide a team approach throughout the life cycle of an M&A transaction and to better identify and anticipate potential litigation risks at every stage of the deal process. By anticipating areas of concern, our team assists clients in their efforts to avoid or mitigate litigation through forward-looking negotiation and the inclusion of appropriate alternative dispute resolution provisions. Should litigation arise, our team employs early case assessment, budgeting and project management to formulate and execute litigation strategies that align with our clients’ business objectives. Our business litigators frequently engage the firm’s corporate governance, tax, intellectual property, professional liability, and employment law practitioners to ensure that a multi-disciplinary perspective informs the litigation services we provide.

Polsinelli’s business litigators have a wide range of M&A related litigation experience, including: 
  • Shareholder derivative actions
  • Breach of representations and warranties
  • Breach of fiduciary duties
  • Covenants of good faith and fair dealing
  • Fraud
  • Indemnification and contribution
  • Non-compete and non-solicitation provisions
  • Valuation and valuation methodologies
  • Audits and accounting
  • Earn-out and hold back provisions
  • Statutory appraisals
  • Books and records inspection rights
  • Successor liability, veil-piercing, and fraudulent transfers
  • Securities and investor fraud
  • Enforcement of forum selection and arbitration provisions
  • Merger doctrines and related defenses
  • Acquiring assets out of bankruptcies and receiverships

We also consult with boards and board committees and assist with process enhancements, such as recusal, special committees and disclosures. Our business litigators, many of whom also practice in our Government Investigations practice, also have considerable experience advising on regulatory matters, including the Foreign Corrupt Practices Act and the False Claims Act, and are well-equipped to handle investigations by government agencies such as the SEC and DOJ.
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