Jonathan S. Ziss, a partner in Goldberg Segalla’s Professional Liability Practice Group, was interviewed by Law360 in an article examining the malpractice lawsuit brought by CVR Energy Inc. against law firm Wachtell, Lipton, Rosen & Katz. The plaintiff alleges that attorneys from the firm had purposely concealed information tied to a $2.6 billion takeover bid.
Jonathan, who is not involved in the matter, provided analysis of the claim and likely defenses, noting that the suit raises questions over how far the attorneys’ obligations extended into the company’s internal governance structure. “I would suggest that no statutes or black-letter laws were violated with regard to Wachtell’s silence surrounding the engagement letter,” Jonathan told Law360. “It comes down to something more elusive, which is the duty of care.”
For the claims to ring true, Jonathan noted, top-ranking executives, including the company’s general counsel, would have to show that, without the law firm’s guidance, they did not understand the documents attached to the deal — likely a tall order. “This is not a deal done in a back room someplace,” Jonathan said. “That probably comes down to expert witnesses who will talk about how C-suite officers can be reasonably expected to do their jobs, their level of sophistication and their experience.”