Meredith Kotler represents companies, financial institutions, and their management and boards in high-stakes, critical company matters involving civil litigation and often related regulatory and other investigations.

She has a broad litigation practice, with a particular focus on securities, mergers and acquisitions, and commercial disputes.

As major M&A transactions and board-level controversies continue to receive scrutiny in Delaware courts and other jurisdictions, Meredith has defended clients in litigation relating to more than 25 transactions with a cumulative value of over $80 billion in the last five years. She has played a leading role in many matters raising novel corporate governance issues, including the recent corporate control battle between National Amusements, Inc. and CBS Corporation, for which she was named “Litigator of the Week” by The American Lawyer. She has also secured dismissals of significant securities actions for major financial institutions, corporations and their boards and management, private equity firms, and individual clients. Meredith regularly appears in federal and state courts around the country, both at the trial and appellate levels.

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.

Notable Experience

Select M&A and Shareholder Litigation Matters

  • Counsel for National Amusements Inc. (NAI), Shari Redstone, and Sumner Redstone in Delaware Chancery Court litigation against CBS Corporation and certain members of its Board of Directors concerning CBS’s attempt to dilute NAI’s voting control of CBS, ending in favorable resolution rescinding dilutive stock dividend and dismissal of all claims.

  • Represented Goldman Sachs in connection with its role as financial advisor to Volcano Corp. in stockholder challenge to Volcano’s merger with Philips, securing dismissal of aiding and abetting breach of fiduciary duty claims on motion to dismiss and affirmance of dismissal on appeal.

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

  • Counsel for Family Dollar and its board in connection with stockholder challenge to its $9 billion sale to Dollar Tree, including defeating bid to preliminarily enjoin stockholder vote on merger.

  • Counsel for NAI in Delaware Chancery Court litigation concerning its removal and replacement of Viacom’s former CEO and certain members of Viacom’s Board of Directors.

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

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

  • Counsel for CEO of Sears in derivative suit related to sale and lease back of various real estate assets.

  • Represented Bank of America on aiding and abetting claims for role as lender to Providence Service in challenge to its acquisition of CCHN.

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

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Select Securities and Commercial Litigation Matters

  • Represented Nationstar Mortgage Holdings in putative federal securities class action challenging the sale of its common stock and secondary offering; motion to dismiss granted.

  • Counsel for underwriters in putative securities class action regarding sale of Bankrate securities; motion to dismiss granted.

  • Represented Citibank in putative class action challenging “last look” practice with FX trading; case withdrawn after pre-conference letter filed.

  • Counsel for a global financial institution in securing 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 dismissal of several at pleading stage.

  • Counsel for bank vice president against claims brought by United States under False Claims Act in connection with FHA mortgage insurance; case resolved with no financial contribution from individual.

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

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Selected Activities

  • Member, Professional Ethics Committee, New York City Bar Association
  • Member, Federal Bar Council

Publications

Select Publications

The Duty of Activist Investors in Negotiating Mergers,” Harvard Law School Forum on Corporate Governance and Financial Regulation, November 7, 2018

Lessons from the CBS-NAI Dispute, Part IV: A Temporary Restraining Order Against the Controlling Stockholder?,”  Harvard Law School Forum on Corporate Governance and Financial Regulation, October 29, 2018

“Ninth Circuit Holds That Section 14(e) of the Exchange Act Requires A Showing of Mere Negligence, Not Scienter,” Wall Street Lawyer, June 2018

M&A Litigation” Chapter, The Mergers & Acquisitions Review, 11th and 12th editions, October 2018, October 2017

Analysis of Delaware Supreme Court’s Dell Appraisal Decision,” Harvard Law School Forum on Corporate Governance and Financial Regulation, December 19, 2017

Setting the Record Straight: Regulation G Doesn’t Apply to M&A Forecasts,” Deal Lawyers, Volume 11, Issue No. 6., November 1, 2017 

Chancery Finds Fair Value to Be Less Than Half Merger Price,” Transaction Advisors and republished by The Harvard Law School Forum on Corporate Governance and Financial Regulation, October 2017

Recent Delaware Opinions Shake Up Appraisal Litigation,” Law360, August 11, 2017