Edward P. Welch is head of the firm’s Wilmington office as well as the leader of that office’s litigation practice.  He concentrates on corporate and securities litigation, including the defense of class and derivative actions, with an emphasis on mergers and acquisitions.  He frequently has represented clients in administrative proceedings, usually in connection with mergers and acquisitions.  In addition, he frequently provides Delaware general corporation law advice with respect to transactional matters.

In the corporate arena, Mr. Welch represented:

• Activision, Inc. and its board of directors, in convincing the Court of Chancery to deny a request by Activision stockholders to enjoin Activision’s $18.9 billion business combination with Vivendi, S.A.;

• AMC Theaters, Inc., in expedited litigation filed by AMC shareholders regarding a buyout group’s going-private acquisition of AMC;

• Anheuser-Busch Companies, Inc. in litigation arising out of the acquisition by Belgian-based InBev N.V./S.A.;

• Ascential Software Corp., in a litigation brought by Ascential shareholders in IBM’s $1.1 billion acquisition of Ascential;

• the board of directors of Avaya, Inc. in connection with litigation challenging private equity firms Silver Lake Partners III, L.P. and TPG Partners V, L.P. $8.2 billion leveraged buyout of Avaya;

• Basell AF and its acquisition subsidiary, BIL Acquisition Holdings Limited in litigation challenging Basell’s proposed $13 billion acquisition of Lyondell Chemical Company;
  
  
• Chicago Mercantile Exchange Holdings, Inc. in litigation regarding its acquisition of the Chicago Board of Trade; 

• Chicago Mercantile Exchange Holdings, Inc. in litigation regarding its more than $10 billion acquisition of of NYMEX Holdings, Inc.;

• Citigroup Inc. in its acquisition of Associates First Capital;

• The Coca-Cola Company in a litigation brought by the Teamsters, alleging breach of fiduciary duties owed to its largest bottler, Coca-Cola Enterprises;

• two former Countrywide Financial Corp. directors facing more than $2 billion in damages in a derivative lawsuit in the U.S. District Court for the District of Delaware;

• DRS Technologies, Inc. in a lawsuit brought by a purported shareholder in response to DRS’ proposed merger with Finmeccanica, S.p.A.;

• Healthdyne Technologies, Inc. when it successfully defended a “dead hand” feature of its rights plan in litigation before the U.S. District Court for the Northern District of Georgia;

• HealthSouth Corporation in multibillion-dollar stockholder suits and related litigation;

• IHOP Corporation in a lawsuit filed in the Delaware Court of Chancery against the directors of Applebee’s International and IHOP;

• Openwave Systems Inc. in a contested election of its directors brought by activist hedge fund stockholder, Harbinger Capital Partners;

• News Corporation in litigation brought by shareholders of General Motors Corporation in News Corporation’s acquisition of DirecTV;

• News Corporation in expedited litigation brought by Fox Entertainment Group shareholders in News Corp.’s going-private acquisition of Fox Entertainment;

• Niagara Corporation in litigation brought by an activist stockholder, Wynnefield Capital, Inc.;

• North Fork Bancorporation in its successful litigation and proxy contest against Dime Bancorp;

• Scott Paper Co. in its acquisition by Kimberly Clark;

• Travelers Group Inc. in litigation and regulatory matters pertaining to its merger with Citicorp;

• UST and its board of directors in litigation alleging breach of fiduciary duty in connection with the $12 billion merger with Altria Group, Inc.;

• Verizon Communications, Inc. in connection with a books and records lawsuit filed by one of Verizon’s activist stockholders;

• Wm. Wrigley Jr. Company in litigation arising out of its approximately $23 billion acquisition by Mars, Incorporated; and

• Yahoo! Inc. in shareholder lawsuits relating to Yahoo!’s rejection of Microsoft Corporation’s unsolicited $44.6 billion takeover.

Mr. Welch also has handled, from a litigation and regulatory standpoint, more than 20 insurance acquisition transactions, many involving trials. He also has frequently represented special committees in connection with mergers and acquisitions, including:

• the special committee of Alfa Corporation in litigation arising out of a proposal made by three affiliated companies to acquire the minority public interest in Alfa Corporation;

• the special committee of Edelbrock Corporation, in a litigation brought by Edelbrock shareholders in a controlling stockholder’s going-private acquisition; and

• the special committee of SportsLine.com, Inc. in a litigation brought by SportsLine shareholders in a controlling stockholder’s going-private acquisition of SportsLine.

Several of Mr. Welch’s cases were profiled in The American Lawyer in an article that named the firm as a finalist for “Litigation Department of the Year.”  He also was included in The Best Lawyers in America 2010 and repeatedly has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business.