M&A and Corporate Transaction Litigation

In addition to addressing numerous issues in M&A matters, Cornerstone Research professionals and experts also have expertise in matters involving corporate restructurings, reorganizations, and bankruptcies. We have performed analyses related to solvency opinions as well as addressed issues related to capital adequacy, capital markets access, syndicated loans, high-yield bond finance, and credit rating opinions. We also have experience in assessing claims of fraudulent conveyance and the impact of market and policy factors on a firm’s value or ability to operate as a going concern.

Valuation is an integral part of many of the matters on which we consult. Cornerstone Research professionals and experts have analyzed complex valuation and damages issues in M&A and other corporate transaction litigation using approaches such as discounted cash flow analysis, comparable company analysis, comparable precedent transaction analysis, option pricing, and other advanced techniques. We have assessed the adequacy of consideration or reasonably equivalent value, including direct and indirect benefits exchanged in M&A and other corporate transactions. We have evaluated fairness opinions and compared alternative bids. We have also valued complex securities and specific interests including warrants, options, debt instruments, credit derivatives, convertible and preferred securities, and minority shareholder stakes in both public and private firms. Our experts have also assessed available market evidence, including trading data and the contemporaneous actions of market participants.

Cornerstone Research professionals and experts have addressed corporate governance allegations in M&A and other corporate transaction disputes, including alleged failures by a target company’s board to organize a competitive sales process and set up necessary committees; insufficient disclosures or misrepresentations in merger filings; and conflicts of interest related to executive noncompete agreements, change-of-control pay, and retention by the acquirer. We have addressed corporate governance issues in various matters, including those involving a controlling shareholder, alleged insider trading, and in the context of entire fairness disputes.

To address these allegations, Cornerstone Research has analyzed governance standards and industry practices for deal process, proxy disclosures, merger terms, and executive pay.

Cornerstone Research professionals and experts have analyzed the customs and practices of due diligence in the context of M&A, private equity, venture capital, debt capital markets, and other corporate transactions. Our academic and industry experts have evaluated the actions of various parties involved in M&A and other corporate transactions and whether the due diligence undertaken in a transaction was consistent with customs and practices. Our staff and experts have addressed factors that companies may consider in determining the scope of due diligence for a potential transaction as well as factors that may limit the scope of information available to the potential acquirer at the time of due diligence.

Cornerstone Research has addressed issues related to accounting and tax treatment in the context of ongoing transactions and post-merger disputes. Our staff and experts have provided consulting and expert witness testimony addressing various accounting treatments (based on accounting standards such as GAAP or IFRS), post-closing working capital adjustments, material adverse change (MAC) claims, adequacy of due diligence claims, earn-out disputes, and claims related to accounting fraud.

Cornerstone Research professionals and experts have worked on disputes over a target company’s response to an acquisition proposal. Our experts have opined on the rationale for and economic effects of target and acquirer strategies. We have addressed valuation and other issues arising in this context.

Cornerstone Research professionals and experts work with merging parties, third parties, and enforcement agencies at all stages of merger investigations in the U.S., UK, EU, and other jurisdictions. We provide our clients with insight into the merger review process and substantial experience navigating the agencies’ requests. Additionally, clients turn to us for their most complex litigation because we have a network of experts who are sought-after leaders in merger analysis.