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Mergers & Acquisitions Litigation

The Brattle Group combines industry expertise with financial, economic, and statistical analyses to advise acquirers, targets, fiduciaries and courts on pre- and post-closing M&A litigation.

Brattle’s experts have testified in, or consulted on, matters involving breach of fiduciary duty, appraisal/dissenting shareholders, breach of contract, lack of good faith and fair dealing, and unfair competition. Brattle has been engaged on transaction litigation matters before courts in Delaware, New York, California, and Texas, and on matters before national and international arbitration forums.

Our Focus

  • Business enterprise and securities valuation
  • Fair price/entire fairness
  • Going private transactions
  • Valuation of derivative lawsuits
  • Statutory fair value
  • Forensic accounting


Below is a list of representative engagements for our Mergers & Acquisitions Litigation practice.

Energy services company
The Brattle Group was retained by a plaintiff, following a cash-out merger, in a combined breach of fiduciary duty and appraisal action before the Delaware Court of Chancery. Brattle principals prepared expert reports and provided trial testimony valuing the shares of a closely-held energy services company, structured as an S-corporation. The court found in favor of the plaintiff and determined that fair value was twice that estimated by the defendant’s expert.
Enel Green Power
The Brattle Group was retained to advise Enel Green Power in its action against Inversiones Energéticas S.A. de C.V. (INE) and Comisión Ejecutiva Hidroeléctrica del Río Lempa (CEL). INE and CEL were Salvadoran state agencies that owned and operated a geothermal power producer, LaGeo. Enel was granted the right to acquire an ownership stake in LaGeo. The shareholders’ agreement permitted Enel to increase its ownership stake in LaGeo to a controlling stake, but the state-owned entities refused to issue additional shares to Enel. An ICC arbitration tribunal, followed by the Supreme Court in Paris, granted Enel’s right to subscribe for additional shares to achieve a controlling stake in LaGeo.
Major Brazilian retailer
The Brattle Group was retained in a high-profile dispute over control rights and the proposed merger of two major retailers in Brazil. Brattle valued the opportunity to pursue the combination, including a review of synergies and an analysis of events surrounding announcements related to the proposed transaction.
Morgan Joseph TriArtisan
A Brattle principal was retained to provide an expert report on the fair value of preferred shares issued by a broker-dealer. The shares were valued in connection with an appraisal action before the Delaware Court of Chancery. The matter settled following the completion of the principal’s valuation analysis.
Delphi Financial Group
The Brattle Group was retained on behalf of the Delphi class of common shareholders in a proposed $2.7 billion merger with Tokio Marine. Tokio offered additional consideration to a class of high-voting Delphi held by the CEO and controlling shareholder. Brattle analyzed the entire fairness of the merger consideration, with a focus on precedent for differential consideration in dual-class stock mergers. Brattle also analyzed the negotiations between the special committee, Tokio Marine, and the CEO. The case settled for $69 million.
Specialty retailer
A Brattle principal was retained by a litigation special committee to provide a retrospective fairness opinion for a related-party acquisition transaction. The Brattle principal performed an independent fairness analysis, reviewed the contemporaneous investment banker opinion and analysis, and assisted legal counsel in estimation of the value of the contingent asset associated with a shareholder derivative lawsuit.
Affiliated Computer Services (ACS)
The Brattle Group was retained on behalf of the class of ACS common shareholders in a proposed $6.4 billion merger with Xerox. Brattle analyzed the entire fairness of the additional consideration offered to a high-voting class of ACS stock held by the CEO and controlling shareholder. Brattle’s analysis focused on the value of the stock and precedent for differential consideration in dual-class stock mergers. Brattle also analyzed the valuation of ACS performed by ACS’s financial advisor for its special committee. The case led to one of the largest class recoveries in the history of the Delaware Court of Chancery.
Rohm and Haas Co.

A Brattle principal provided credit analysis in connection with litigation arising from Dow Chemical’s $16.3 billion acquisition of the specialty chemical firm, Rohm and Haas. Dow Chemical sought to delay the acquisition based, in part, on concern that the acquisition would negatively affect Dow's credit rating. The principal supported an expert report and expected trial testimony of a former senior executive at Standard & Poor’s. The case settled on the eve of trial, with Dow agreeing to acquire Rohm and Haas on the terms set forth in the original merger agreement.

NRG Energy, Inc.
A Brattle principal led the economic analysis on behalf of NRG Energy in litigation related to a $7.5 billion hostile takeover attempt by Exelon Corporation. The principal supported NRG’s expert witness in evaluating the conditions of Exelon’s exchange offer as compared with other unsolicited offers and evaluating whether Exelon’s bid was illusory and in violation of the Williams Act.
Publishing company
A Brattle principal provided an expert report and testimony on additional consideration due for target shareholders, resulting from a subsequent sale of the target company’s assets. The expert report included an opinion as to whether shareholder advances were economically consistent with equity or debt.
Northpoint Communications
The Brattle Group was retained by the debtor estate of NorthPoint in its lawsuit against Verizon Communications following a failed $2.5 billion merger. Northpoint alleged Verizon improperly terminated the merger. Verizon alleged a material adverse change resulting from restated financial results and significant declines in quarterly revenue. The matter settled before trial with Verizon agreeing to pay $175 million to the estate of NorthPoint and withdrawing certain bankruptcy claims against the estate.
First Eagle SoGen Funds, Inc.
The Brattle Group was retained on behalf of First Eagle SoGen Funds, Inc. in its action against the Bank for International Settlements (BIS). First Eagle held shares issued by BIS that became subject to a mandatory redemption at a fixed price. First Eagle alleged that the redemption price undervalued the shares. Brattle provided expert testimony on the fair market value of the shares. First Eagle and other private shareholders were granted an award of $500 million in additional compensation for their shares.
Brazilian battery manufacturer
The Brattle Group was retained on behalf of a Brazilian battery manufacturer in arbitration against a global consumer products company. Brattle evaluated economic and accounting claims relating to indemnification and earn out provisions of a Share Purchase Agreement.
Japanese cosmetics business
The Brattle Group was retained on behalf of sellers of a Japanese cosmetics business over alleged misrepresentation of intellectual property ownership and the calculation of the earn-out. Brattle advised the seller and provided expert testimony on damages.
South American beverage company
The Brattle Group was retained on behalf of a large South American beverage company in a dispute over the call option price formula with respect to the currency in which the acquisition multiples were to be quoted. Brattle provided an expert report on the proper implementation of the acquisition formula. The matter settled before hearing.
Returns to Acquirers of Public and Subsidiary Targets
January 2015
Torben Voetmann, Jeffrey Jaffe, Jan Jindra, and David Pedersen
Published in the Journal of Corporate Finance
Recent Guidance from the Delaware Court of Chancery - Summer 2013
August 2013
Published by The Brattle Group, Inc.
Recent M&A Litigation Provides Updated Guidance for Fairness Opinions
April 2012
Published in Deal Points of the American Bar Association's M&A Committee
News & Knowledge
September 15, 2018
Yvette Austin Smith, Torben Voetmann, and Bin Zhou to Present at ABA Business Law Section Annual Meeting

Brattle Principals Yvette Austin Smith, Torben Voetmann, and Bin Zhou will speak at the American Bar Association (ABA) Business Law Section Annual Meeting, to be held September 13-15 in Austin, TX.

July 20, 2017
Valuation and Commercial Damages Expert Chris Polson Joins The Brattle Group

The Brattle Group is pleased to announce that Chris Polson, a valuation and commercial damages expert, has joined the firm’s Toronto office as a principal.