Edward B. Micheletti
Edward B. Micheletti has represented clients in significant deal litigation matters in Delaware for more than a decade at both the trial court and appellate levels. From Omnicare and Toys “R” Us, to more recent high-profile wins for Activision, CME Group and Lyondell/Basell, he has successfully handled deal litigation worth nearly $400 billion in total over the last four years alone. In 2011, Mr. Micheletti was one of five attorneys named to the securities section in Law360’s list of “Rising Stars” and he was selected as one of the “40 Under 40” by The M&A Advisor. He was included in The Best Lawyers in America 2013 and 2014. Mr. Micheletti also is the co-author of the treatise, Mergers and Acquisitions Deal Litigation Under Delaware Corporation Law.
In a contentious battle, Mr. Micheletti handled arguments at every stage of litigation for Activision in connection with its $18.9 billion transaction with Vivendi, S.A. Mr. Micheletti convinced the Delaware Court of Chancery to deny a request by Activision stockholders to enjoin the transaction and, as a result, the transaction was completed as expected. Mr. Micheletti then won the complete dismissal of the plaintiff’s complaint, which sought money damages against the Activision board members, following oral argument on Activision’s motion to dismiss. The plaintiff appealed and Mr. Micheletti convinced an en banc panel of the Delaware Supreme Court to affirm the Court of Chancery’s dismissal ruling.
Mr. Micheletti’s experience also extends beyond deal litigation in Delaware. He frequently handles securities and complex commercial litigation in state and federal courts around the country involving corporate and securities law claims, breach of contract and other commercial disputes, subprime lending, stock option backdating, insurance law and escheat law. He also has extensive experience in trial and appellate courts, including in the Delaware Court of Chancery and Delaware Supreme Court.
He currently is representing Novell, Inc.; Playboy Enterprises, Inc.; J. C. Penney Company, Inc.; and Yahoo! Inc. in various litigation matters.
Mr. Micheletti also has represented clients in litigation arising out of numerous transactions, including:
- Burger King Holdings, Inc.’s $3.3 billion acquisition by 3G Capital;
- CF Industries’ nearly $5 billion contested acquisition of Terra Industries;
- Chattem, Inc.’s $1.9 billion acquisition by Sanofi-Aventis;
- Citigroup Inc.’s nearly $600 million transaction relating to Citi subsidiary Student Loan Corporation;
- The Coca-Cola Company’s $12.3 billion acquisition of Coca-Cola Enterprises;
- the state of Delaware in connection with litigation over Delaware’s escheat laws;
- Endo Pharmaceuticals’ $2.9 billion acquisition of American Medical Systems;
- Exelon Corporation’s $8 billion acquisition of Constellation Energy Group, Inc.;
- Express Scripts’ $29.1 billion purchase of Medco Health Solutions, Inc.;
- Gilead Sciences, Inc.’s proposed $11 billion acquisition via tender offer of Pharmasset, Inc.;
- Lawson Software, Inc.’s $2 billion merger with GGC Software, a subsidiary of Golden Gate Capital;
- Novell, Inc.’s $2.2 billion transaction with Attachmate Corporation;
- Pharmaceutical Products Development’s $3.9 billion acquisition by The Carlyle Group and Hellman & Friedman;
- Qwest Communications’ nearly $22 billion transaction with CenturyLink;
- RRI Energy, Inc.’s $1.6 billion merger with Mirant Corporation;
- Seawell Limited’s $890 million transaction with Allis-Chalmers Energy, Inc.;
- Superior Energy’s proposed $2.7 billion acquisition of Complete Production Services;
- UST, Inc. and its board of directors in UST’s nearly $12 billion merger with Altria Group, Inc.;
- XTO Energy’s $41 billion acquisition by Exxon Mobil Corporation; and
- Yahoo! Inc. in litigation brought by Yahoo! stockholders relating to Microsoft’s nearly $44 billion unsolicited offer to acquire Yahoo!
Mr. Micheletti has extensive experience with the Delaware General Corporation Law. He also has written numerous articles on Delaware Corporation Law issues and frequently participates on committees that have drafted important amendments to the Delaware General Corporation Law.
Notably, Mr. Micheletti’s January 2011 M&A Lawyer article, “The Rise and (Apparent) Fall of the Top-Up Option ‘Appraisal Dilution’ Claim,” was cited by Delaware Court of Chancery Vice Chancellor J. Travis Laster in an opinion issued in Joanne Olson v. ev3, Inc. (Feb. 21, 2011). His 2012 Delaware Journal of Corporate Law article “Multi-Jurisdictional Litigation: Who Caused This Problem, and Can It Be Fixed?” also was cited by Delaware Court of Chancery Chancellor Leo E. Strine, Jr. in a joint opinion issued in Boilermakers Local 154 Retirement Fund and Key West Police & Fire Pension Fund v. Chevron Corporation and ICLUB Investment Partnership v. FEDEX Corporation (June 25, 2013).
J.D., Widener University School of Law, 1997 (summa cum laude; Valedictorian; Editor-in-Chief, Delaware Journal of Corporate Law)
B.S., University of Scranton, 1993
Clerkship, Hon. Jack B. Jacobs, Court of Chancery of the State of Delaware
Clerkship, Hon. Thomas F. Shebell, Jr., P.J.A.D., Superior Court of New Jersey
Member, Court of Chancery Rules Committee
Member, Corporation Law Section of the Delaware State Bar Association
Member, Board of Overseers for the Widener University School of Law
“Important Last Year Delaware Corporate Law Decisions Worth Knowing in 2013, Part II,” Delaware Business Court Insider, February 27, 2013
"Important Last Year Delaware Corporate Law Decisions Worth Knowing in 2013, Part I," Delaware Business Court Insider, February 20, 2013
“Multi-Jurisdictional Litigation: Who Caused This Problem, and Can It Be Fixed?” Delaware Journal of Corporate Law, Vol. 37, No. 1 (2012)
"Halliburton Ruling: Supreme Court Holds That Proof of Loss Causation Not Necessary to Obtain Class Certification," Thomson Reuters' Securities Litigation Report, July/August 2011
Author, “Recent Developments in Delaware Corporate Law,” 8 Delaware Law Review 17 (2005)
"Netsmart to Guttman" The Deal, May 18, 2008
Author, “Boundary of Privilege,” The Deal, March 2004
Author, “Recent Developments in Delaware Corporate Law,” 5 Delaware Law Review 251 (2002)
Author, “Practical Refinement,” The Deal, January 2002