Meredith E. Kotler’s practice focuses on securities, M&A, shareholder derivative and general commercial litigation.

She has extensive experience representing financial institutions, corporations, private equity firms and individuals in federal and state trial and appellate courts. Over the past few years, clients repeatedly have relied on Meredith to successfully guide them through complex disputes arising from the global financial crisis, including those related to residential mortgage-backed securities and collateralized debt obligations.

More recently, she has advised a global financial institution in benchmark rate investigations. She regularly represents clients in securities class actions and disputes related to financial products and a host of corporate governance matters. And as major M&A transactions continue to receive heightened scrutiny in Delaware courts and other jurisdictions, Meredith has defended public companies, their boards and financial advisors in challenges to more than $54 billion in deals over the last three years.

Meredith has spoken on securities issues and other topics before the Practising Law Institute, The SEC Institute, and the Compliance, Governance and Oversight Council. Her writings on the latest developments in Delaware courts and deal litigation have been published in the Harvard Law School Forum on Corporate Governance and other outlets.

In recognition of her leading work on behalf of clients and her commitment to the profession and her community, the American Friends of Hebrew University honored Meredith in 2015 with its George A. Katz Torch of Learning Award.

Meredith joined the firm as a partner in 2009. She was a partner of Wilson Sonsini Goodrich & Rosati from 2004 to 2009. Before entering private practice, Meredith served as an Assistant U.S. Attorney in the Southern District of New York from 1998 to 2004. During the last year and a half of her tenure, she was the Deputy Chief Appellate Attorney in the Civil Division. While in government service, Meredith was the lead counsel for the United States in the WorldCom bankruptcy proceedings and co-counsel for the United States in the consolidated WorldCom securities class action.

Notable Experience

Select Securities and Commercial Matters

  • Lead counsel for Barclays in securing the dismissal of several securities fraud actions challenging the structuring, underwriting and sale of hundreds of millions of dollars of collateralized debt obligation notes.

  • Represented Bank of America in multiple securities fraud actions brought by purchasers of residential mortgage-backed securities, securing the dismissal of several at the pleading stage.

  • Lead counsel for Nationstar Mortgage Holdings in securing dismissal at pleading stage of putative federal securities class action challenging the sale of its common stock and secondary offering.

  • Represented a bank vice president against claims brought by the United States under the False Claims Act in connection with FHA mortgage insurance.

  • Counsel for OneMain Financial and several of its officers in putative class action challenging the sale of common stock.

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Select M&A and Derivative Matters

  • Lead counsel for TPG on aiding and abetting claims in a stockholder challenge to its $525 million buyout of Primedia, Inc.; secured dismissal of the claims at the pleading stage.

  • Counsel for the controlling stockholders of Viacom, Inc., owned in turn by Sumner and Shari Redstone, in Delaware Chancery Court litigation concerning the controlling stockholders’ removal and replacement of Viacom’s former CEO and certain members of Viacom’s Board of Directors.

  • Represented Family Dollar and its board in connection with a shareholder challenge to its $9 billion sale to Dollar Tree, including defeating a bid to preliminarily enjoin the shareholder vote on the merger.

  • Lead counsel for the Special Committee of the Board of Yongye International in a stockholder challenge to its take-private transaction, including defeating two separate preliminary injunction bids for initial and revised merger agreements.

  • Counsel for The Coca-Cola Company in connection with a challenge to the proposed merger of three Coke bottlers across Europe, the largest bottler merger in history and combining $12 billion in revenues.

  • Counsel for the CEO of Sears in a derivative suit related to the sale of various real estate assets.

  • Counsel for Goldman Sachs in connection with its role as financial advisor to Volcano Corp. in a challenge to Volcano’s merger with Philips, securing dismissal of claims on motion to dismiss and affirmance of dismissal on appeal.

  • Counsel to American Express in a derivative suit based on settlements of regulatory inquiries regarding certain credit card practices; the suit was voluntarily dismissed after a motion to dismiss was filed.

  • Counsel to the controlling stockholder Danfoss in a challenge to its acquisition of Sauer-Danfoss; resulted in a favorable resolution one month before trial with concession by the plaintiff that Danfoss engaged in no unfair conduct.


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Publications

Events