Edward B. Micheletti handles corporate, securities and complex commercial litigation in both state and federal courts, with an emphasis on disputes involving mergers, acquisitions and issues of corporate governance. He has extensive experience in both trial and appellate courts, and handles expedited litigation in the Delaware Court of Chancery for companies and boards of directors. In addition, he frequently provides advice on issues of corporate governance and Delaware corporation law.

Recently, Mr. Micheletti helped obtain a dismissal for 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. The Court held that Countrywide’s stock-for-stock merger with Bank of America eliminated the plaintiffs’ standing to pursue derivative claims against Countrywide board members.

He also was successful, on behalf of 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. As a result, the Activision/Vivendi merger was able to close as expected.

Mr. Micheletti also secured a trial victory for Openwave Systems Inc. The case arose from a hotly contested election of directors waged between Openwave’s incumbent directors and certain candidates nominated by activist hedge fund Harbinger Capital. Openwave’s position throughout the litigation was that Harbinger failed to properly comply with Openwave’s advance notice bylaws, and that Harbinger’s candidates should be invalidated despite one of them having received the most votes in the election. The case was litigated from start to finish in less than 10 weeks and ended with a Delaware Court of Chancery ruling that Openwave’s incumbent directors “were the only properly nominated candidates and, thus, were rightfully elected.” The opinion was described by one legal publication as a “classic Chancery” decision.

Mr. Micheletti has successfully handled numerous other litigation matters arising from M&A transactions, including, most recently, for:

• Aramark Corporation in connection with stockholder class action litigation arising from its $8 billion going-private transaction;

• Chicago Mercantile Exchange Holdings, Inc., in connection with expedited stockholder class action litigation arising from its more than $8 billion acquisition of CBOT Holdings, Inc., the parent corporation of the Chicago Board of Trade; and

• Kelso & Company, L.P., along with three other private equity companies, in connection with expedited stockholder class action litigation challenging their approximately $3.7 billion acquisition of ADESA, Inc.

Mr. Micheletti also successfully defended the board of directors of Toys “R” Us Inc. in an expedited litigation where plaintiffs, on behalf of a class of Toys “R” Us stockholders, sought unsuccessfully to enjoin the sale of Toys “R” Us to private equity buyers. He also represented News Corporation in a class action lawsuit brought by stockholders of General Motors in connection with News Corp.’s acquisition of DIRECTV Group, Inc. The lawsuit was completely dismissed and the decision was affirmed on appeal.

In addition, Mr. Micheletti has extensive experience representing both bidder and target corporations in lawsuits relating to hostile tender offers. Most recently, he represented Yahoo!, Inc. in connection with class action litigation brought by Yahoo! stockholders relating to Microsoft’s nearly $44 billion unsolicited offer to acquire Yahoo!; and Woodside Corporation in expedited litigation related to its more than $1 billion hostile takeover attempt of Energy Partners.

Currently, he is representing the Chicago Mercantile Exchange Holdings, Inc. in connection with litigation arising from its nearly $10 billion acquisition of the New York Mercantile Exchange; and UST, Inc. and its board of directors in connection with class action litigation arising from UST’s nearly $12 billion merger with Altria Group, Inc. He also has recently represented clients facing litigation over stock option backdating issues.