FacultyFaculty/Author Profile
Meredith  Kotler

Meredith Kotler

Cleary Gottlieb Steen & Hamilton LLP

New York, NY, USA


Meredith Kotler’s practice focuses on securities, M&A, shareholder derivative and general commercial litigation, as well as securities enforcement, appellate matters and internal investigations. She has extensive experience representing public company boards and financial institutions in matters related to corporate governance and the capital markets.

As major M&A transactions continue to receive heightened scrutiny in Delaware courts and other jurisdictions, Ms. Kotler has defended public companies, their boards and financial advisors in challenges to more than $54 billion in deals over the last three years. Most recently, Ms. Kotler co-led the team representing National Amusements Inc. (NAI), Shari Redstone, and Sumner Redstone in Delaware Chancery Court litigation against CBS Corporation and certain members of its Board of Directors concerning CBS’s attempt to dilute NAI’s voting control of CBS. Other notable representations include Goldman Sachs on aiding and abetting claims for its role as financial advisor to Volcano Corp. in a challenge to Volcano’s merger with Philips; Bank of America on aiding and abetting claims for its role as lender to Providence Service in a challenge to its acquisition of CCHN; controlling stockholder Danfoss in a challenge to its acquisition of the public shares of Sauer-Danfoss; and the Board of Directors of Family Dollar in a shareholder challenge to its $9 billion sale to Dollar Tree.

Ms. Kotler has spoken on securities issues and other topics before the Practising Law Institute, The SEC Institute, and the Compliance, Governance and Oversight Council. Her writings on the latest developments in Delaware courts and deal litigation have been published in the Harvard Law School Forum on Corporate Governance and other outlets. Ms. Kotler has been recognized as a leading lawyer by Chambers USA, Benchmark Litigation and The Legal 500.  In September 2018, she was named “Litigator of the Week” by The American Lawyer for her work on the NAI/CBS Litigation Resolution. 

From 1998 to 2004, Ms. Kotler served as an Assistant U.S. Attorney in the Southern District of New York. During the last 18 months of her tenure, she was the Deputy Chief Appellate Attorney in the Civil Division, where she supervised a number of attorneys in the briefing and arguing of appeals before the U.S. Court of Appeals for the Second Circuit. As an Assistant U.S. Attorney, Ms. Kotler served as lead counsel for the United States in the WorldCom bankruptcy proceedings, and as co-counsel for the United States in the consolidated WorldCom securities class action.

Ms. Kotler joined the firm as a partner in 2009. She received a J.D. degree, cum laude, from Harvard Law School in 1996 and an undergraduate degree, summa cum laude, from Princeton University in 1992. In 1997, she clerked for the Honorable Barbara S. Jones of the U.S. District Court for the Southern District of New York. Ms. Kotler was a partner of Wilson Sonsini Goodrich & Rosati from 2004 to 2009.

Ms. Kotler is a member of the Bar in New York and is admitted to practice before the U.S. Supreme Court, the U.S. Court of Appeals for the Second Circuit and the U.S. District Courts for the Southern and Eastern Districts of New York. Ms. Kotler is a member of the Federal Bar Council and its Second Circuit Courts Committee.
Meredith Kotler is associated with the following items:
CHB Chapters  CHB Chapters Chancery Finds Fair Value to Be Less Than Half Merger Price (July 25, 2017) - Directors' Institute on Corporate Governance (Fifteenth Annual), Thursday, November 30, 2017
Chancery Court Suggests That Rights Offerings May Limit Liability in Transactions with Controlling Stockholders (June 7, 2017) - Directors' Institute on Corporate Governance (Fifteenth Annual), Thursday, November 30, 2017
Delaware Supreme Court Declines to Establish a Presumption in Favor of Deal Price in Appraisal Actions—Or Did It? (August 8, 2017) - Directors' Institute on Corporate Governance (Fifteenth Annual), Thursday, November 30, 2017
Live Seminar  Live Seminar Mergers & Acquisitions 2019: Advanced Trends and Developments, Thursday, January 10, 2019, New York, NY
Live Webcast  Live Webcast Mergers & Acquisitions 2019: Advanced Trends and Developments, Thursday, January 10, 2019, New York, NY
PLI Grpcast-Live Web  PLI Grpcast-Live Web Mergers & Acquisitions 2019: Advanced Trends and Developments, Thursday, January 10, 2019, New Brunswick , NJ
Mergers & Acquisitions 2019: Advanced Trends and Developments, Thursday, January 10, 2019, Mechanicsburg, PA
Mergers & Acquisitions 2019: Advanced Trends and Developments, Thursday, January 10, 2019, Philadelphia, PA
Mergers & Acquisitions 2019: Advanced Trends and Developments, Thursday, January 10, 2019, Pittsburgh, PA
Mergers & Acquisitions 2019: Advanced Trends and Developments, Thursday, January 10, 2019, Columbus, OH
Mergers & Acquisitions 2019: Advanced Trends and Developments, Thursday, January 10, 2019, Cleveland, OH
Mergers & Acquisitions 2019: Advanced Trends and Developments, Thursday, January 10, 2019, Boston, MA
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