Edward B. Micheletti
Partner, Wilmington
Litigation
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. Mr. Micheletti was selected for inclusion in Chambers USA: America’s
Leading Lawyers for Business 2015. In 2011, he 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 repeatedly has been included in The Best Lawyers in America.
Mr. Micheletti also is the co-author of the treatise, Mergers and Acquisitions Deal Litigation
Under Delaware Corporation Law.
T: 302.651.3220
F: 302.552.3220
edward.micheletti@skadden.com
Education
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
Bar Admissions
Delaware
New York
New Jersey
Experience
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.
Clerkship, Hon. Jack B. Jacobs, Court
of Chancery of the State of Delaware
Mr. Micheletti also has represented clients in litigation arising out of numerous transactions, including:
Clerkship, Hon. Thomas F. Shebell, Jr.,
P.J.A.D., Superior Court of New Jersey
-- Burger King Holdings, Inc.’s $3.3 billion acquisition by 3G Capital;
Associations
-- CF Industries’ nearly $5 billion contested acquisition of Terra Industries;
-- Chattem, Inc.’s $1.9 billion acquisition by Sanofi-Aventis;
Member, Court of Chancery
Rules Committee
-- Citigroup Inc.’s nearly $600 million transaction relating to Citi subsidiary Student Loan
Corporation;
Member, Corporation Law Section
of the Delaware State Bar Association
-- The Coca-Cola Company’s $12.3 billion acquisition of Coca-Cola Enterprises;
Member, Board of Overseers for the
Widener University School of Law
-- 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.;
1 Skadden, Arps, Slate, Meagher & Flom LLP
Edward B. Micheletti
Continued
-- 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).
Publications
“Significant Delaware Decisions
in 2013,” The M&A Lawyer,
February 2014
“Pre-Closing Privileged Communications Pass to Surviving
Corporation,” Delaware Business
Court Insider, December 11, 2013
“Supreme Court on Statute of
Limitations for SEC Enforcement Actions,” The Harvard
Law School Forum on Corporate
Governance and Financial
Regulation, March 1, 2013
“Supreme Court Rules on
Proof of Materiality for Class
Certification,” The Harvard Law
School Forum on Corporate
Governance and Financial
Regulation, March 1, 2013
“Recent Court of Chancery
Rulings Demonstrate Its View
of Materiality of Management
Projections Continues to Evolve,”
Special to the Delaware Business
Court Insider, May 30, 2012
“M&A Shareholder Litigation:
A Year in Review,” Law360,
January 12, 2012
“Multi-Jurisdictional Litigation:
Who Caused This Problem, and
Can It Be Fixed?” Delaware
Journal of Corporate Law, Vol.
37, No. 1 (2012)
“Federal Court Application of
Janus Capital Group, Inc. v. First
Derivative Traders,” BNA’s Securities Regulation & Law Report,
December 5, 2011
“1st Thoughts on Supreme
Court’s Amgen Ruling,”
Law360, February 27, 2013
“Multi-Forum Deal Litigation:
A Growing Concern,” New York
Law Journal, September 1, 2011
“Important Last Year Delaware
Corporate Law Decisions Worth
Knowing in 2013, Part II,” Delaware Business Court Insider,
February 27, 2013
“Halliburton Ruling: Supreme
Court Holds That Proof of Loss
Causation Not Necessary to
Obtain Class Certification,”
Securities Litigation Report, July/
August 2011
“Important Last Year Delaware
Corporate Law Decisions Worth
Knowing in 2013, Part I,” Delaware Business Court Insider,
February 20, 2013
“Del. Corporate Litigation: 2012
in Review,” Law360, January
11, 2013
“Valuing Therapeutic Benefits
For an Award of Attorneys’ Fees
Post-In re Compellent Technologies Shareholder Litigation,” The
M&A Lawyer (Volume 17, Issue
1), January 2013
2 Skadden, Arps, Slate, Meagher & Flom LLP
“The ‘Maker’ of a Statement
Under Section 10(b),” Law360,
June 13, 2011
“Case Study: Erica P. John Fund
v. Halliburton,” Law360, June
7, 2011