Practice Areas & Industries: Buchanan Ingersoll & Rooney PC

Practice/Industry Group Overview

Buchanan Ingersoll & Rooney is recognized as the leading Pennsylvania law firm in the area of hostile takeovers and contests for corporate control. Our litigators have handled many of the largest takeover cases in Pennsylvania.

One of our headline cases involved representing Conrail Inc. in its $11 billion, three-way anti-takeover battle with Norfolk Southern Corporation and CSX Corporation. We also represented Armstrong World Industries in its groundbreaking hostile takeover defense against the Belzberg family of Canada.

Our work on behalf of our clients has been featured on the pages of The Wall Street Journal, Philadelphia Inquirer and Pittsburgh Post-Gazette, among others.

Services Available

Our attorneys were among the first to argue the constitutionality of the Pennsylvania anti-takeover laws, considered one of the nation's most restrictive. We represent not only Fortune 100 companies but also small to mid-sized private and publicly held companies. Our litigators on a regular basis represent clients engaged in majority and minority shareholder disputes.

We also have experience in corporate governance litigation concerning health care systems and hospitals, such as Eastern Mercy Health System in Miami, Florida.

We are not confined to the courtroom. Our litigators work closely with our corporate and legislative attorneys in structuring the following:

• Defensive bylaw provisions
• Change of control agreements
• Proxy statement disclosures
• News media disclosures
• Confidentiality agreements
• Strategy response to unsolicited bids
• Conduct of board meetings
• Adoption of shareholder rights plans

Our attorneys have experience on both the offensive and defensive side of control transactions. They are prepared to either handle a matter exclusively or partner with your regular counsel to supply the required experience in these bet the company cases.