Of Counsel in the Paul, Weiss Litigation Department, Lew Clayton is a deeply experienced trial lawyer whose strength in the courtroom has yielded consistently favorable outcomes for his clients in their most significant commercial disputes. Clayton handles a range of high-profile matters, including pre- and post-closing M&A litigation, including appraisal litigation; contested bankruptcy matters; high-value contract and employment disputes; the defense of securities and other fraud allegations; and a variety of regulatory investigations. Clients have recognized Clayton as “the most impressive litigator I have witnessed; he has great judgment, understands business implications and is extremely knowledgeable.”
Clayton has advised a wide range of publicly listed companies, financial institutions, hedge funds, and private equity firms and their portfolio companies. He has also represented prominent individual executives and public figures facing fraud and other allegations, as well as in libel matters.
Lawdragon Honors
| Honor | Year | Practice |
|---|---|---|
| The 2027 Lawdragon 500 Leading Litigators in America | 2027 | Corporate Litigation |
| The 2026 Lawdragon 500 Leading Litigators in America | 2026 | Corporate Litigation |
| The 2025 Lawdragon 500 Leading Litigators in America | 2025 | Corporate Litigation |
| The 2024 Lawdragon 500 Leading Litigators in America | 2024 | Corporate Litigation |
| Lawdragon 500 Leading Litigators in America | 2022 | Corporate Litigation |
Representative merger litigations include:
- Fresenius Kabi AG, as advisor and lead trial counsel, obtaining the only ruling of a Delaware court finding that termination of a proposed $4.3 billion merger with Akorn Pharmaceuticals Inc. was justified because of a “material adverse change” in Akorn’s business. The decision was affirmed by the Delaware Supreme Court.
- Apollo Global Management, LLC:
- Apollo and portfolio company Hexion Specialty Chemicals in the favorable settlement of multibillion-dollar claims asserted by Huntsman Corporation in multiple jurisdictions after an adverse judgment in the Delaware Court of Chancery regarding a merger agreement with Huntsman; and
- portfolio company Shutterfly, Inc. in securing the dismissal, affirmed on appeal, of a stockholder class action concerning disclosures made in a proxy statement the company issued prior to being acquired in a $2.7 billion transaction.
Representative bankruptcy litigations include:
- The Restructuring Committee of the Board of Directors of Sears Holdings Corporation in the retailer’s Chapter 11 cases, including the investigation of and retention of potential causes of action against the former Sears chairman, including potential fraudulent conveyance and breach of fiduciary claims, and the sale hearing.
- Caesars Entertainment Corporation in connection with litigation related to the chapter 11 cases of its subsidiary Caesars Entertainment Operating Company, Inc.
Representative ERISA litigations include:
- Numerous matters for Citigroup, including:
- the dismissal, affirmed on appeal, of ERISA claims alleging that Citigroup pension plan fiduciaries shouldn’t have allowed retirement plan participants to invest in Citigroup stock from 2008 to 2009, when their investments allegedly dropped by more than $1.5 billion. It was among the first successful motions to dismiss a “stock drop” case alleging that ERISA participants suffered losses on company stock following a landmark Supreme Court decision in Fifth Third Bancorp;
- a Second Circuit victory reversing the district court and throwing out claims alleging that Citigroup’s multibillion-dollar cash balance plan violated ERISA’s backloading, age discrimination and notice requirements; and
- the settlement of an ERISA litigation in which plaintiffs alleged that the plan’s investment committees breached their fiduciary duties by selecting or failing to remove as investment options certain mutual funds affiliated with Citigroup and that allegedly charged excessive management fees.
Representative complex commercial and contract disputes include:
- Alaska Retirement Management (ARM) Board in the groundbreaking $500 million settlement of a malpractice litigation brought by pension plans for public employees in the State of Alaska against Alaska’s former actuary, Mercer (US) Inc., claiming that the actuary’s mistakes contributed at least $1.8 billion to Alaska’s pension shortfall.
- JPMorgan’s investment management division in the trials, and subsequent favorable resolution, of two lawsuits alleging billions of dollars in damages brought by Ambac and Assured, guarantors of bonds that suffered catastrophic losses in 2007-2008 and by a major corporate investor in subprime securities. Each lawsuit alleged gross negligence and breaches of contract and fiduciary duty.
Representative IP and advertising litigations include:
- Carnival in the dismissal of claims alleging infringement of copyrights in Broadway musicals in performances on cruise ships traveling outside of U.S. waters.
- Castrol in the successful defense of five separate advertising litigations, securing federal court injunctions against the continued broadcast of a competitors’ nationwide advertising campaigns.