Edward P. Welch
Edward P. Welch concentrates on corporate and securities litigation, including the defense of class and derivative actions, with an emphasis on mergers and acquisitions.

Bio

In the past three years, Mr. Welch has led teams that have defeated challenges to more than $200 billion in deals. 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.;
  • AES Corporation in litigation arising out of the acquisition of DPL, Inc.;
  • Allegheny Energy, Inc. in shareholder litigation relating to the company’s merger with a subsidiary of FirstEnergy, Inc.;
  • AMC Theaters, Inc. in expedited litigation filed by AMC shareholders regarding a buyout group’s going-private acquisition of AMC;
  • Amerigroup in connection with its acquisition by WellPoint;
  • 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;
  • ASML Holdings in the acquisition of Cymer Inc.;
  • 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.’s $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;
  • BJ Services in connection with its acquisition by Baker Hughes;
  • Boise Inc. in its acquisition by Packaging Corp. of America;
  • Burger King Holdings, Inc. in litigation arising out of its $3.3 billion acquisition by 3G Capital;
  • CF Industries in litigation arising out of its nearly $5 billion contested acquisition of Terra Industries;
  • Chattem, Inc. in litigation arising out of its $1.9 billion acquisition by Sanofi-Aventis;
  • Chevron Corp. in connection with the acquisition of Atlas Energy, Inc.;
  • Chicago Mercantile Exchange Holdings, Inc. in litigation regarding its acquisition of the Chicago Board of Trade, and in litigation regarding its more than $10 billion acquisition of NYMEX Holdings, Inc.;
  • Citigroup Inc. in its acquisition of Associates First Capital, and in litigation arising out of a nearly $600 million transaction relating to Citi subsidiary Student Loan Corporation;
  • Citigroup Inc. and Citibank, N.A. in litigation in Delaware and Connecticut in a series of transactions involving its subsidiary, The Student Loan Corp.;
  • The Coca-Cola Company in a litigation brought by the Teamsters alleging breach of fiduciary duties owed to its largest bottler, Coca-Cola Enterprises; and in litigation arising out of a $12.3 billion acquisition of 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.;
  • Endo Pharmaceuticals in litigation arising out of Endo’s $140 million acquisition of Penwest Pharmaceuticals;
  • Endo Pharmaceuticals in litigation in Delaware and Minnesota arising out of the acquisition of American Medical Systems;
  • Exelon Corporation in litigation arising out of the acquisition of Constellation Energy Group;
  • Express Scripts in a shareholder class action seeking to enjoin Express Scripts’ $29.1 billion purchase of Medco Health Solutions, Inc.;
  • Gilead Sciences in connection with their acquisition of Pharmasset;
  • GTCR in litigation arising out of its $830 million acquisition of Protection One, Inc.;
  • 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;
  • Human Genome Sciences, Inc. in connection with its acquisition by GlaxoSmithKline;
  • ICx Technologies, Inc. in litigation arising out of its $274 million acquisition by FLIR Systems, Inc.;
  • IHOP Corporation in a lawsuit filed in the Delaware Court of Chancery against the directors of Applebee’s International and IHOP;
  • Jos. A. Banks in its acquisition by Men’s Wearhouse;
  • Lawson Software, Inc. in litigation in Delaware and Minnesota arising out of its acquisition by GGC Software Holdings, Inc.;
  • LSI Corporation in its acquisition by Avago Technologies;
  • MIPS Technologies in its acquisition by Imagination and AST;
  • News Corporation in litigation brought by shareholders of General Motors Corporation in News Corporation’s acquisition of DirecTV, and 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 activist stockholder Wynnefield Capital, Inc.;
  • North Fork Bancorporation in its successful litigation and proxy contest against Dime Bancorp;
  • Openwave Systems Inc. in a contested election of its directors brought by activist hedge fund stockholder Harbinger Capital Partners;
  • Playboy Enterprises, Inc. in connection with its acquisition by Rizvi Traverse;
  • Pharmaceutical Product Development, Inc. in litigation arising out of its acquisition by The Carlyle Group;
  • Qwest Communications in litigation arising out of a nearly $22 billion transaction with CenturyLink;
  • Retail Ventures, Inc. in litigation in Delaware and Ohio arising out of a merger with DSW, Inc.;
  • RRI Energy, Inc. in litigation arising out of its merger with Mirant Corporation;
  • Seawell Limited in connection with the acquisition of Allis-Chalmers;
  • Scott Paper Co. in its acquisition by Kimberly Clark;
  • Steinway Musical Instruments in its acquisition by Paulson;
  • Stryker Corporation in litigation in Pennsylvania arising out of the acquisition of Orthovita, Inc. and in connection with the acquisition of MAKO;
  • Travelers Group Inc. in litigation and regulatory matters pertaining to its merger with Citicorp;
  • Toray Industries in the acquisition of Zoltek Companies;
  • UST and its board of directors in litigation alleging breach of fiduciary duty in connection with its $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;
  • Vocus, Inc. in connection with its acquisition by GTCR;
  • the special committee of WESCO Financial Corporation in litigation arising out of its acquisition by Berkshire Hathaway, Inc.;
  • Wm. Wrigley Jr. Company in litigation arising out of its $23 billion acquisition by Mars, Incorporated;
  • XTO Energy in litigation arising out of its $41 billion acquisition by Exxon Mobil Corporation; 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. In addition, he 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 connection with a controlling stockholder’s going-private acquisition of SportsLine.

Mr. Welch repeatedly has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business, The International Who’s Who of Corporate Governance Lawyers, The Legal 500 United States and The Best Lawyers in America, and he has been named as one of the 500 leading lawyers in the country by Lawdragon Magazine. Mr. Welch also was named Best Lawyers’ 2017 Wilmington Litigation - Securities Lawyer of the Year and its 2015 Wilmington Corporate Law Lawyer of the Year.

Credentials

Education

  • J.D., Villanova University School of Law, 1976
  • B.S., Georgetown University, 1972

Admissions

  • Delaware
  • New York

Associations

  • Former Chairman, Current Member, The Council of the Delaware Corporation Law Section of the Delaware Bar Association
  • Member, Board of Directors of the Mary Campbell Center, Inc.
  • Former Vice-Chair, Board Member, The Delaware Law Review
  • Member, Delaware Court of Chancery Rules Committee
  • Former Member, Board on Professional Responsibility of the Delaware Supreme Court (1999-2005)

Experience

  • Clerkship in Court of Chancery of the State of Delaware (1976-1977)

Edward P. Welch

Partner, Securities Litigation; Litigation
edward.welch@skadden.com