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I became an M&A litigator because I get to work on our clients’ most important transactions, often starting before a case even gets filed. My M&A litigation matters run the gamut from multibillion-dollar disputes between parties to an M&A deal, to investor lawsuits challenging a takeover, to corporate governance disputes. Every case starts with boardroom decisions about the future of a company. The best lawyers in this space need to understand how those board decisions get made and give practical advice about the potential litigations that may arise in the future. They then need to go out and win the cases after they get filed.
Helping advise on board decisions, and then defending them in court, is what makes this area of the law so interesting, and why I encourage junior litigators to consider it.
Our work last year on behalf of our client Metsera, a promising biopharmaceutical company, illustrates the kind of work we do and why it is exciting. After Metsera signed a merger agreement with one buyer, it received a competing acquisition proposal from a different buyer worth several billion dollars more than its existing agreement. The Metsera board took steps to pursue the higher offer and was then sued by the original merger partner. We litigated (and won) a hotly contested preliminary injunction motion in the Delaware Court of Chancery. The dispute required a deep understanding of both the contractual commitments in the signed merger agreement and the fiduciary duties that corporate directors owe to stockholders to maximize stockholder value. The court ultimately agreed with our position, preserving the board’s ability to pursue the superior proposal. We helped unlock almost $3 billion in additional value for Metsera’s stockholders.
If you’re a law student or summer associate curious about working on cases like this, here are a few things I’d want you to know before you dive in.
Context is critical, and you should work to learn it
At the start of any matter, there is always additional context that will be helpful to you in doing your best work. Taking the time to think through that context—what your client wants to achieve, why a memo or document request matters to that goal, or recent court decisions on related topics—is essential to internalize before putting pen to paper or giving advice.
Read the client’s public filings. Talk to people who worked on the matter before you got there. Dig through what’s already in the file. The junior lawyers who earn trust quickly are usually the ones who dig in.
Know why you should win the case, and focus your strategy
Frequently, I see talented junior lawyers focus on one aspect of a problem based on an opinion they’ve read closely or a doctrinal wrinkle they understand cold, and they spend too much time, or too many pages of the brief, on that one issue. This is understandable, but it’s also not the right way to win a motion in court.
Junior lawyers should think about every case from the other side of the bench. Most opinions can be summarized in a sentence or two, and your job is to figure out what that sentence or two should say, and then write it for the judge. Build your case from there and never lose sight of what you need to win.
Show up
Associates who get pulled onto the most interesting cases early in their careers are the ones who have made themselves known to that next tier up, the senior associates, by showing enthusiasm, delivering when asked and building trust over time. Showing up signals, to your team and to the client, that you take the work seriously.
Being physically present is important to understanding the nuances of the case and the practice. Teams function better when they are in the room together, not dialed into a call. When we’re prepping for or arguing a motion, it is helpful to pass a note across the table. This past summer, I brought my summer associates down to Delaware for a hearing. I used the travel time to walk them through the issues beforehand and explain why I was going to focus on certain arguments, but not others. That kind of personal interchange is where real learning happens.
Get your reps in before it’s your turn to argue
Nobody steps up to the plate and hits a major league fastball the first time they put a baseball bat in their hands. You practice for years and work your way up, playing in high school, college and the minors before you’re ready.
The same is true for a complex commercial argument in a courtroom. I still remember, as a junior associate, a senior partner in an expedited case who only got briefing materials for a preliminary injunction argument the evening before he had to argue it. By the next morning, he was at the lectern, arguing from first principles, taking every question the court threw at him as if he’d been living with the case for months. That kind of agility, and speed, is built through repetition, not talent alone. It takes a lot of reps to get good.
For junior associates, the reps start when you’re sitting in on a hearing or watching a senior partner cross-examine a witness. The easy thing to do is to take notes and watch the performance. The more useful thing is to put yourself in the partner’s chair. What would your next question be? Where would you take the exam? How would you respond to the court? Do that consistently, for years, and by the time it’s your turn, it won’t feel like the first time, because in your head, it won’t be.
Know your audience (and it’s usually not a jury)
Cases challenging board decisions are rarely decided by juries. They’re decided by judges on the Delaware Court of Chancery, or the Texas Business Court and other courts across the country. Many of these judges have spent careers steeped in fiduciary duty law and, often, know the law better than the lawyers appearing before them. Oral argument counts, but the briefs often count more, because you’re explaining your position to an expert who may have even decided the cases you are citing. Writing clearly is a specific, learnable skill, and it’s worth practicing early and often.
It’s also critical to understand the culture of the court you’re operating in. Delaware has a particular culture of civility. People fight hard, but they have to be transparent with each other on discovery and stay professional even in the most contentious disputes. That isn’t just good manners; it’s core to your reputation, and to your ability to practice effectively over the course of a career.
Build relationships beyond your specific practice area
One of the things that makes M&A litigation unique is that, to do the job well, you need not only the instincts of a litigator but also a working fluency in how transactions get structured, negotiated and executed.
That knowledge cannot come just from reading cases and arguing motions. It comes from experience, including through building relationships with the lawyers and clients around you and taking an interest in what they’re working on. Early in my career, I started thinking of my corporate colleagues as internal clients. When they called with questions, I tried to be as responsive as possible, understand the larger context of the business problem they were solving and the constraints they are working within, and learn how they viewed a transaction. Over time, those conversations made me a better lawyer.
The same principle applies no matter what kind of litigation you specialize in. Complex commercial disputes rarely fit neatly into a single box; the more you understand about the business, financial, regulatory or transactional issues surrounding a case, the more effective and valuable you’ll be when it’s time to advocate for a client.
At a place like Paul, Weiss, that learning is always available if you’re willing to seek it out. On any given day, you might find yourself working alongside deal lawyers negotiating a multibillion-dollar merger, IP lawyers working on a licensing agreement, or restructuring lawyers navigating a distressed situation. Some of the most interesting conversations I’ve had as a lawyer have come from those interactions. The more you understand how different specialists work, the more effective you’ll be.
A distinctive career path
In my experience, M&A litigation is a chance to build real fluency across distinct areas of the law: transactional advisory practice and dispute resolution. By becoming deeply familiar with how deals work, how boards and executives make important decisions, and the laws and legal precedent involved, you can position yourself to be a well-rounded counselor.
It’s a front-row seat to work that matters. The disputes that come through this practice at Paul, Weiss tend to involve the largest public companies, the highest-profile boardroom decisions and the deals that make headlines—the kind of matters that shape industries. If you’re looking for a career built around interesting, consequential work for the world’s most important companies, this is one of the best seats in the house.
Geoff Chepiga is head of Paul, Weiss’s M&A Litigation practice. He advises clients on mergers and acquisition litigation, corporate governance disputes and shareholder class actions in the Delaware Court of Chancery and in courts around the country, and regularly represents public companies and their directors and officers in securities litigation and regulatory inquiries. His recent matters include LVMH in its merger dispute with Tiffany, Inc., and Chevron in shareholder challenges to its mergers with Hess and Noble Energy.
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