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Y. Carson Zhou


Y. Carson Zhou

New York +1-212-558-4000+1-212-558-4000 +1-212-558-3588+1-212-558-3588
[email protected]
Carson Zhou is an associate in Sullivan & Cromwell’s Litigation Group. His practice focuses on representing entities, directors, and officers in stockholder derivative and class actions involving corporate governance disputes and mergers and acquisitions in both the Delaware Court of Chancery and elsewhere, as well as a wide variety of complex commercial and securities litigation in state and federal courts. Carson also advises companies and boards of directors on litigation risk at the transactional stage. 
Carson’s 2016 article, Material Adverse Effects as Buyer-Friendly Standard, has been referenced in three written opinions by the Delaware Court of Chancery on busted-deal litigation, including a recent decision regarding COVID’s impact on M&A.
Carson is also actively involved in the Firm’s pro bono efforts and has been involved in several criminal representations, both on behalf of indigent defendants and successfully briefing and arguing an appeal on behalf of the State of New York in the New York Appellate Division.


  • Riverstone and certain affiliates in M&A litigation in Delaware Chancery and federal courts relating to the $6.1 billion acquisition of Pattern Energy Group by the Canada Pension Plan Investment Board in 2019. 
  • Enbridge on litigation risk at the transactional stage and in subsequent Delaware shareholder class and derivative litigation relating to Enbridge’s $13.8 billion buyouts of various master limited partnerships in 2018.
  • TD Ameritrade directors in Delaware shareholder litigation relating to Charles Schwab’s $23 billion acquisition of TD Ameritrade in 2019. 
  • Former General Growth Properties CEO Sandeep Mathrani in Delaware shareholder litigation relating to GGP’s $9.25 billion acquisition by an affiliate of Brookfield Properties in 2018.
  • Grupo México and an affiliate in Delaware derivative litigation relating to various complex commercial transactions. 
  • The board of directors of Goldman Sachs in Delaware shareholder derivative litigation challenging director compensation. 
  • Goldman Sachs, certain senior executives, and its board in shareholder derivative and securities class actions stemming from the highly-publicized allegations concerning embezzlement at 1Malaysia Development Berhad.
  • ‚ÄčAT&T in various matters relating to corporate governance.