Takeover Litigation


At Dunnam & Dunnam, we offer the skills and resources necessary to protect the interests of shareholders when a director or the board of directors of a publicly traded company breaches its fiduciary duty during the course of a proposed merger or acquisition.
Takeover proposals are too often approved by a board of directors without properly shopping the shares of the corporation for the best price or providing shareholders with adequate information to make an informed decision. Our lawyers fight to achieve the best possible deal for shareholders through lawsuits that seek more information or money for shareholders in unfair mergers.
We represent clients in a broad range of issues stemming from mergers, takeovers, proxy contests and contested transactions, including:

  • Unjust enrichment
  • Breach of fiduciary duty
  • Corporate waste
  • Violations of securities law
  • Contested elections
  • Contested shareholder actions

Representative Cases:

A Dunnam & Dunnam lawyer obtained a restraining order in a buyout case, which prohibited that company from using a termination fee and other deal protection devices . The restraining order led to a competitive bidder and a 26 percent increase in shareholder compensation, from $827 million to $1.12 billion.

A lawyer at the firm has served with lead, co-lead or liaison counsel on several unfair merger cases, including:

Wetzel v. Karol, et al., Case No. CC-06-18562-B (Dallas County Court at Law No. 2).
(Obtained injunction against poison pill and termination fee)

In re Burlington Northern Shareholders Class Action Litig., No. 348-241465-09 (348th District Court Tarrant County, Texas) ($45 billion buyout of the railroad by Berkshire Hathaway).

Miller v. Kinzel, et al., Cause No. 2009-CV-1069 (In the Common Pleas Court of Erie County, Ohio) ($2.9 billion buyout of Cedar Fair by the Apollo Group)

In re 7-Eleven Shareholders Litigation, No. 05-089344-M (District Court Dallas County, Texas) (buyout of 7-11 America by 7-11 Japan. Case led to $145 million in increased consideration for shareholders)

In re Petco Animal Supplies, Inc., Shareholder Litig., Case No. GIC 869399 (Superior Court, San Diego, California)
Holowach v. Gilliland,et. al., Cause No. 017- 221963-07 (17th District Court, Tarrant County, Texas)

Levy Investments v. Donald Steen,et. al., Cause No. DC-07-00208 (101st District Court Dallas County, Texas)
Capovilla v. Lone Star Technologies, Inc., et. al., Cause No. DC-07-002979 (14th District Court, Dallas County, Texas)

Dudas v. Encore Medical Corporation, et. al., Cause No. NO. D-1-GN-002495 (345th District Court, Travis County, Texas)

Waggoner v. Ryan,et. al, Cause No. CC-05-13893 (County Court at Law No. 2, Dallas County, Texas)
Evans v. Paulson,et. al, Cause No. 05-01818-JMR-FLN (D. Minn.)