Meredith Kotler

Profil Meredith Kotler

Meredith specializes in high-stakes litigation, including securities, M&A, and shareholder disputes. She represents multi-national companies, financial institutions, and their boards and management in significant securities class actions, having secured important dismissals in both federal and state courts.  As major M&A transactions and board-level controversies continue to receive scrutiny, Meredith has defended companies, their management and boards, and their financial advisors in litigation relating to dozens of transactions with a cumulative value of over $175 billion in the last five years alone. She has also played a leading role in many matters raising novel corporate governance issues.

From 1998 to 2004, Meredith served as an Assistant US Attorney in the Southern District of New York, including as Deputy Chief Appellate Attorney. She often speaks on shareholder litigation panels, and her writings on the latest developments in Delaware courts and securities litigation have been published in the Harvard Law School Forum on Corporate Governance and other outlets. Meredith sits on the Boards of Advisors for the University of Pennsylvania Law School’s Institute of Law and Economics, and for NYU Law’s Institute for Corporate Governance & Finance. She has also been appointed to the US Second Circuit Court of Appeals’ Pro Bono Counsel list, to serve as counsel for pro se parties where the court appoints counsel in civil appeals.

Mandate

Meredith’s recent representations include:

• 3M Company, several officers, and directors in securities class action and related shareholder derivative suits based on alleged failure to disclose contingent environmental liabilities; motions to dismiss granted in full with prejudice.
• AstraZeneca, CEO, and several other executives in securities class action challenging statements regarding clinical trial of its COVID-19 vaccine; motion to dismiss granted and dismissal affirmed on appeal.
• Tyson Foods and officers and directors in securities class action alleging failure to disclose purportedly insufficient COVID-19 safety protocols at Tyson facilities; defeated appointment of lead plaintiff and case withdrawn.
• Centessa Pharmaceuticals, CEO, and several other officers and directors in securities class action challenging statements made in connection with IPO regarding clinical trial of experimental treatment; motion to dismiss granted.
• Apyx Medical, CEO, and CFO in securities class action based on issuance of FDA medical device safety communication; motion to dismiss granted.
• Acelyrin in securities class action challenging statements made in connection with its IPO concerning potential of its lead drug candidate, Izokibep.
• Energy Recovery in securities class action filed in connection with termination of licensing agreement; case voluntarily dismissed.
• Amarin Corporation and executives in securities class action and derivative suits alleging failure to disclose risks from patent prosecution litigation concerning key cardiac drug; derivative suit voluntarily dismissed.
• AstraZeneca as alleged controlling stockholder of Viela Bio in Delaware Chancery stockholder challenge to Horizon’s acquisition of Viela; motion to dismiss granted.
• Rent the Runway and its officers and directors in securities class action alleging that Rent the Runway failed to disclose material facts in their IPO; motion to dismiss partially granted.
• Independent directors of Qualtrics in Delaware Chancery Court challenge to $12.5B acquisition by Silver Lake; complaint dismissed.
• Board of Directors of Ambac Financial in Delaware Chancery stockholder challenge to director compensation; case favorably resolved.
• SourceHOV in appeal to Delaware Supreme Court after adverse judgment in appraisal action before Delaware Chancery Court, finding fair value of SourceHOV shares above deal price.
• Special Committee of Board of Directors of Emerald Holding in Delaware Chancery stockholder challenge to $400 million PIPE by controlling stockholder Onex Corporation; motion for expedited proceedings withdrawn and matter voluntarily dismissed.