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Delaware Law Developments 2016: What All Business Lawyers Need to Know


Speaker(s): A. Thompson Bayliss, Bradley R. Aronstam, C. Stephen Bigler, Chancellor Andre G. Bouchard, Elena C. Norman, Gregory P. Williams, Jacqueline P. Rubin, Kelly B Rose, Louis G Hering, Marcus E. Montejo, Michael B. Tumas, P Clarkson Collins, Pamela S. Tikellis, Patricia O. Vella, Srinivas M. Raju, Stephen C. Norman, Stephen P. Lamb, Theodore N. Mirvis, William M. Lafferty
Recorded on: Aug. 12, 2016
PLI Program #: 149726

Lou is a partner in the Firm’s Commercial Law Counseling Group. He is actively involved in the organization and structuring of all forms of Delaware alternative entities. His practice includes mergers and acquisitions, with an emphasis on structures involving alternative entities, and the delivery of third-party legal opinions in connection with the full spectrum of Delaware contracts.

He works with private equity, hedge and mutual funds in connection with their formation and operation including, TPG Capital, Goldentree Asset Management, OppenheimerFunds, Inc., Prudential Mutual and BlackRock. He also regularly represents sponsors and conflicts committees of master limited partnerships, including Enterprise Products Partners, Enbridge Energy Partners, Kinder Morgan Energy Partners, EQT and Tallgrass Energy Partners.

Active in Delaware and national legal associations, Lou serves as chair of the Partnership and Limited Liability Company Committee of the Corporate Law Section of the Delaware State Bar Association ("DSBA"), which is responsible for annually reviewing and updating Delaware’s partnership and LLC statutes, and a member of the Statutory Trust Committee of the Commercial Law Section of the DSBA, which is responsible for reviewing and updating Delaware’s statutory trust act. He is also a member of the American Bar Association (ABA)’s Committee on LLCs, Partnerships and Unincorporated Business Associations of the Business Law Section (and chair of the LLC subcommittee), the Opinion Committee of the Business Law Section of the ABA, the Board of Directors of the Working Group on Legal Opinions and the TriBar Opinion Committee.

He has been selected for inclusion in The Best Lawyers in America since 2007. Chambers USA: Guide to America's Leading Lawyers for Business has ranked Lou in Band 1 among Delaware Corporate/M&A and Alternative Entities since 2006.   In addition, Lou was mentioned in The Legal 500 US for his commercial law work and included in Delaware Super Lawyers 2014 and Who's Who Legal: Private Funds 2015.

Lou is a frequent speaker and writer on alternative entity and opinion matters. His publications have appeared in Bloomberg BNA, Law360, and Practical Law.

Professional Activities

American Bar Association (Business Law Section, Committee on LLCs, Partnerships and Unincorporated Business Associations, Chair of the LLC Subcommittee; Co-Chair of Single Member LLC Agreement drafting project; Opinion Committee; Working Group on Legal Opinions, Board of Directors; TriBar Opinion Committee)

Delaware State Bar Association (Corporate Law Section: Chair, Partnership and Limited Liability Company Committee; Alternative Entity Committee; Statutory Trust Committee)

Representative Matters

Represented the conflicts committee of Crestwood Gas Services GP LLC in the acquisition of Inergy Midstream, L.P.

Represented the conflicts committee of Crosstex Energy LP in a business combination with Devon Energy Corporation.

Represented the sponsors of Tallgrass Energy Partners, L.P. and EQT Midstream Partners, LP in the formation of the MLPs.

Represented Oppenheimer Funds, Inc. in moving its fund complex to Delaware.

Represented TPG in launching its flagship private equity fund.


Kelly Rose is the Co-Chair of the firm-wide Corporate Practice and a member of the firm’s Executive Committee. She handles a wide range of corporate and securities matters. In the securities area, she represents issuers, investment banking firms and investors in public offerings and private placements of equity and debt securities, including initial public offerings, follow-on and secondary public offerings, 144A offerings and venture capital financings.

Ms. Rose also advises companies on mergers and acquisitions, including negotiated acquisitions and divestitures, tender offers, exchange offers and corporate reorganizations. In addition, she counsels clients on an ongoing basis on disclosure issues, compliance with federal securities laws, corporate governance, state corporate law issues and general corporate concerns.

Ms. Rose is an appointed member of the Corporate Laws Committee of the Business Law Section of the American Bar Association. The Corporate Laws Committee has jurisdiction over the Model Business Corporation Act, which is followed in whole or in part by a majority of states.

Ms. Rose earned a Juris Doctor degree with from University of Florida Levin College of Law in 1991 and a Bachelor of Arts in Chinese from Wellesley College in 1988.


C. Stephen Bigler counsels corporations, officers, directors, board committees, stockholders and investors on matters involving the General Corporation Law of the State of Delaware and related issues of fiduciary duty arising in a wide variety of transactional and operational contexts. Steve's practice also includes entity formation, mergers, acquisitions, divestitures, defensive planning, capital-raising transactions and stockholder meetings. A member of the firm's Corporate Advisory and Governance Group, he also represents special committees in transactional matters and renders legal opinions on Delaware corporate law issues.

Steve was president of the firm from July 2008 to July 2011 and executive vice president from July 2006 to July 2008.

Active in the legal community, Steve was one of a group of venture capital lawyers who participated in the drafting of model financing documents for the National Venture Capital Association. Steve is a member of the American Bar Association Business Law Section Mergers and Acquisitions and Corporate Documents and Process Committees. He has participated in the drafting of a model merger agreement by the Public Companies Subcommittee of the Mergers and Acquisitions Committee, and in the drafting of a model certificate of incorporation, bylaws and preferred stock designation by the Corporate Documents and Process Committee.

Steve also participated in the drafting of the Special Report of the TriBar Opinion Committee: Duly Authorized Opinions on Preferred Stock, and the Report of the Corporation Law Committee of the Association of the Bar of the City of New York regarding the Enforceability and Effectiveness of Typical Shareholder Agreement Provisions. He has written numerous articles on aspects of Delaware corporate law appearing in The Business Lawyer, Insights and other legal publications, and is a frequent speaker regarding Delaware corporate law practice and developments.


P. Clarkson Collins, Jr. is a former Managing Partner of Morris James, with more than 35 years of litigation experience in complex corporate, commercial, and fiduciary matters in both jury and non-jury trials.

Clark represents corporations, directors and officers, and alternative entities and their managers and members in class, derivative, and individual actions involving governance, breach of fiduciary duty, appraisal, dissolution, summary proceedings, and claims for indemnification and advancement. He also represents clients in a wide variety of business tort, trust, fiduciary, and contract actions, including trade secret, unfair competition, lender liability, joint venture disputes, and professional liability claims.


Pamela S. Tikellis is a name partner and member of the Firm’s Executive Committee. Upon graduating from law school, Ms. Tikellis served as a law clerk in the nationally recognized Court of Chancery in Wilmington, Delaware. Before joining the Firm, Ms. Tikellis engaged in significant shareholder litigation practice. In 1987, she opened the Delaware office of the Firm, where she is a resident.

Ms. Tikellis served as Co-Lead Counsel in the class action challenging the $21 billion management-led buyout of Kinder Morgan, Inc., In re Kinder Morgan, Inc. Shareholders Litigation, Consol. C.A. No. 06-C-801 (Kan.). That action resulted in the creation of a $200 million settlement fund the largest common fund in a merger and acquisition settlement. She served as Lead Counsel in the class action challenging Roche Holding’s buyout of Genentech, Inc., In re Genentech, Inc. Shareholders Litigation, Civil Action No. 3911-VCS. The litigation was settled shortly after the Court of Chancery held a hearing on Plaintiffs’ motion for a preliminary injunction and prior to the closing of a transaction. The settlement provided for, among other things, the additional $4 billion in consideration paid to the minority shareholders in the transaction.

From 2011-2014, Ms. Tikellis served as Co-Lead Counsel in the Court of Chancery derivative litigation City of Roseville Employees Retirement System, et. al. v Lawrence J. Ellison, et. al., C.A. No. 6900-CS.  This action arose out of Oracle Corporations acquisition of Pillar Data Systems, Inc.  and alleged that the acquisition of Pillar was unfair to Oracle to Ellison’s benefit. The Court approved the settlement of this case in August, 2014, resulting in Mr. Ellison’s agreeing to return 95% of the amount Oracle pays for Pillar back to Oracle. The settlement created a benefit for Oracle and its shareholders valued at $440 million and is one of the larger derivative settlements in the history of the Court of Chancery.

From 2012-2015, Ms. Tikellis served as Co-Lead Counsel in In re Freeport-McMoran Copper & Gold Inc, C.A. No. 8145-VN, a derivative action arising out of Freeport-McMoran Copper & Gold Inc.’s agreement to acquire Plains Exploration Production Co. and McMoran Exploration Production Co.  The Court approved the settlement of this case in April, 2015, resulting in a dividend to be paid to Freeport stockholders, a credit redeemable by Freeport for financial advisory assignments, and other corporate governance enhancements.  The settlement created a benefit for Freeport and its shareholders valued at nearly $154 million and is one of the largest stockholder derivative settlements and also believed to be the first to ensure the benefits of such a settlement flow to stockholders in the form of a cash dividend.

Named repeatedly in Chambers and Partners as a Leading Individual, Ms. Tikellis is “very experienced and very hard-working” and a “very effective litigator.” “She has significant expertise in securities fraud, antitrust and other complex litigation.”


Theodore N.  Mirvis is a Partner in the Litigation Department at Wachtell, Lipton, Rosen & Katz.  Mr. Mirvis has been with the firm for over 40 years, and, during that time, has litigated landmark cases regarding corporate law, corporate governance, and mergers and acquisitions. He has written extensively on these same topics.  He is a regular lecturer at the Harvard Business School and the Harvard Law School, and teaches occasional classes at Columbia Law School, NYU Law School, the University of Pennsylvania Law School and the Law School of the Hebrew University in Jerusalem.

Mr. Mirvis received a B.A., summa cum laude, from Yeshiva University in 1973 and received a J.D., magna cum laude, from the Harvard Law School in 1976. At the Law School, he served as Case Officer and as a member of the Editorial Board of The Harvard Law Review. Upon graduation, Mr. Mirvis was a law clerk to the Honorable Henry J. Friendly of the United States Court of Appeals for the Second Circuit. He is a member of the American Law Institute, the Planning Committee of the Tulane Corporate Law Institute, and the Advisory Board of the Harvard Law School Program on Corporate Governance and Financial Regulation.

Mr. Mirvis previously served as chair of the Lawyers Division of UJA-Federation of New York. He has been a trustee of Freedom House, and currently serves on the boards of the Jerusalem Foundation, New York Legal Assistance Group (NYLAG), and the Yeshiva University Museum.


William M. Lafferty is a partner in the Wilmington, Delaware law firm of Morris, Nichols, Arsht & Tunnell LLP.  He practices corporate and complex commercial litigation, with an emphasis on cases involving mergers and acquisitions, proxy contests, and shareholder class and derivative actions.  Bill also advises corporate clients and boards of directors with respect to litigation and transactional matters, including representing special negotiating committees, special litigation committees, and demand review committees.  Bill has acted as lead or co-lead counsel in numerous significant litigations involving Delaware corporate law issues during the past 25 years, including for many Fortune 500 companies, private equity/venture capital firms, and investment banks.

Bill currently serves as Chair of the Court of Chancery Rules Committee, and previously served as a Special Master.  Bill also serves on the Supreme Court Rules Committee, previously served two terms on the Delaware Board of Bar Examiners, and chaired the Delaware Commission on Continuing Legal Education.  Bill is a Fellow to the American College of Trial Lawyers and serves as member of the Advisory Boards for the John L. Weinberg Center for Corporate Governance at the University of Delaware, and the NYU Institute for Corporate Governance and Finance.  He is a frequent author and a regular presenter before business and professional audiences on Delaware corporate law, and has been a guest instructor at M&A law classes at Harvard Law School, University of Pennsylvania, Cal-Berkeley, Stanford University, New York University, Columbia University, Penn State Dickinson School of Law, Hofstra University and Delaware Law School.

Bill has been recognized as a leading Delaware litigator by a number of publications, including LawDragon’s 500 Leading Lawyers in America, Benchmark Litigation, Chambers USA, and Super Lawyers – Delaware, U.S. News & World Report/Best Lawyers.  Bill received a B.S. from the University of Delaware in 1985 and a J.D. from The Dickinson School of Law in 1989.  He served as a law clerk to The Honorable Maurice A. Hartnett, III of the Delaware Court of Chancery (1989-90).


A partner in the Corporate and Litigation Departments, Stephen Lamb focuses his practice on Delaware corporate law and governance issues arising in a variety of transactional and litigation contexts. 

EXPERIENCE

Judge Lamb joined Paul, Weiss in 2009 from the Delaware Court of Chancery, where he had served as Vice Chancellor since 1997. While on the Court of Chancery, Judge Lamb decided many important corporate and commercial law matters, including the multibillion-dollar Huntsman/Hexion merger agreement dispute, the fight over the governance of IAC/Interactive Inc. and many other significant cases. Over the course of his 12 years of service, Judge Lamb gained a national reputation as a knowledgeable, fair and efficient jurist. 

Judge Lamb advises Paul, Weiss clients on a full range of issues that arise in transactions, investigations and litigation. Judge Lamb counsels boards of directors, special committees and independent committees on numerous issues, including fiduciary duties and other Delaware law aspects of corporate management, focusing especially on mergers and acquisition matters. 

Some of Judge Lamb’s recent representations include:

  • The Special Committee of C&J Energy in connection with its go-shop process;
  • SIGA Technologies, Inc., in an appeal to the Delaware Supreme Court arising from a contract dispute with PharmAthene, Inc.;
  • Encana Corporation’s defense of shareholder litigation arising out of the acquisition of Athlon Energy Inc. by its indirect, wholly owned subsidiary in a transaction valued at approximately $7.1 billion;
  • Emdeon in its $3 billion sale to Blackstone;
  • Harbinger Capital Partners’ defense of shareholder litigation arising out of the sale of its controlling interest in Spectrum Brands, Inc. to Harbinger Group, Inc.; and
  • Viacom in a dispute over earn-out payments to selling stockholders of Harmonix Music Systems, developer of the “Guitar Hero” and “Rock Band” video games.

Judge Lamb continues to lecture and write on numerous corporate governance and Delaware law issues. He is recognized as a leading Delaware Chancery lawyer by Chambers USA and by Lawdragon as one of the 500 leading lawyers in the United States. He is a member of the American Law Institute and the Delaware State Bar Association. Judge Lamb is also a founding member of NYSE Euronext’s Commission on Corporate Governance.

Early in his career, Judge Lamb served as a Special Counsel in the Office of the General Counsel of the United States Securities and Exchange Commission.


A partner in the Litigation Department at Paul, Weiss, Jacqui Rubin handles a broad range of complex commercial litigation matters, including antitrust litigations and antitrust and securities class actions, regulatory and internal investigations, bankruptcy litigation and other complex business disputes.

Jacqui has substantial experience in antitrust law. She has represented clients in regulatory investigations arising out of major transactions, multi-defendant direct and indirect purchaser antitrust class actions, and other significant disputes between competitors. Her most recent clients for antitrust matters include Time Warner Cable, Becton Dickinson and Giorgio Foods.

Jacqui also specializes in bankruptcy litigation, having represented bondholder and creditor committees and debtors in numerous chapter 11 cases and contested restructuring transactions. Her recent clients in the bankruptcy and insolvency context include public and private companies in the financial services, metals and mining and oil and gas industries.

Jacqui has experience in other types of complex commercial litigation, including securities, contract disputes and malpractice actions. In addition to her practice in federal and state courts across the country, she has handled domestic and international arbitrations, and internal and regulatory investigations.

Jacqui is very active in the community and in pro bono work. Recently, she handled several cases and appeals on behalf of unaccompanied children seeking to secure lawful permanent residence in the United States. Jacqui is also a member of the Board of Directors of Mobilization for Justice, which offers free legal help to low-income New Yorkers.

Jacqui co-chairs Paul, Weiss’s Professional Responsibility Committee. She was recently recognized by Law360 as one of four “Rising Stars” nationally in the health industry for her work on behalf of pharmaceutical and medical device manufacturing companies. She is also recognized by The Legal 500 US as a leading lawyer in the antitrust area.


Brad specializes in Delaware corporate law and represents clients in a variety of areas, including corporate and commercial litigation in the Delaware Court of Chancery where he began his legal career as a judicial law clerk.  In addition to his litigation practice, Brad frequently advises directors and special committees on internal investigations, corporate governance, and transactional issues. 

Chambers USA has named Brad as a leading Court of Chancery practitioner each of the last seven years.  Most recently, Chambers USA 2018 recognized Brad as “being acclaimed by clients as an ‘articulate, thoughtful and strategic’ attorney who is ‘exceptionally intelligent and asks the right questions.’"  Chambers USA 2018 also recognized Brad for “demonstrat[ing] impressive expertise in handling complex corporate and commercial disputes in the Court of Chancery,” and as being “noted by sources for his collaborative approach and ‘very calm demeanor that's extremely effective.’”  Brad has been recognized by Chambers "for his work advising special committees" as well.  In addition to Chambers, Brad is named in The Legal 500 US.

Brad has represented clients in many of Delaware’s marquee corporate cases in recent years, including In re CBS Corporation Litigation; El Paso Pipeline GP Company, L.L.C. v. Brinckerhoff; In re Zale Corporation Stockholders Litigation; In re Kinder Morgan, Inc. Corporate Reorganization; and In re CNX Gas Corp. Shareholders Litigation.  Brad has additionally advised directors or special committees of American International Group; Ascent Capital Group; Capital One Financial; Google; Insys Therapeutics; Providence Service Corporation; and Sanderson Farms, among other companies.  

Brad frequently speaks and writes on Delaware corporate law issues.  In addition to previously speaking as a panelist on PLI’s Delaware Law Developments: What All Business Lawyers Need to Know seminar, Brad has also spoken on Delaware law and M&A panels sponsored by the Corporate Law Section of the Delaware State Bar Association and the Business Law Section of the ABA.  Brad has additionally published articles in, among other publications, The Business Lawyer; Deal Points; The Delaware Law Review; Insights; and The M&A Lawyer.  


Gregory Williams is a director in the Corporate Department of Richards, Layton & Finger, Delaware’s largest law firm.  Widely recognized as one of the state's top corporate litigators, Greg represents corporations and their directors and officers, advising them and representing them in courts in Delaware and across the country.

Past president of Richards, Layton & Finger and past chair of the firm’s Corporate Department, Greg serves as chair of the Delaware Supreme Court Litigation Rules Committee.  He is a Fellow of the American Academy of Appellate Lawyers and the American College of Trial Lawyers, and is top-ranked in every distinguished legal directory.  In 2018, Greg was named a Lawdragon Legend, signifying ten consecutive years of inclusion in the Lawdragon 500 Leading Lawyers in America.

Greg received a B.A.A.S., cum laude, from the University of Delaware, and a J.D. from the College of William & Mary School of Law, where he served on the William and Mary Law Review.


Marcus is the Managing Director of Prickett, Jones & Elliott, P.A. Marcus practices primarily in the Delaware Court of Chancery representing clients involved in disputes with investors, directors, executives or corporations. Marcus is experienced in advising boards of directors, special committees and controlling stockholders in connection with corporate transactions, particularly those involving conflicts of interest. Marcus also specializes in business valuation litigation, including statutory and quasi-appraisal actions, and in advising activist stockholders.

Marcus received his Bachelors in Science from the University of South Carolina, and his Juris Doctor, magna cum laude, from the Delaware Law School at Widener University. While at Widener, Marcus was a Managing Editor for The Delaware Journal of Corporate Law, and also a Wolcott Fellow for the Honorable Myron T. Steele, former Chief Justice of the Delaware Supreme Court.

Before law school, Marcus worked as a management consultant for PricewaterhouseCoopers, and then as a business analyst for a Fortune 500 Company, where he specialized in financial reporting and Sarbanes-Oxley compliance. Marcus also served in the United States Marine Corps.


Mr. Bayliss is a partner at Abrams & Bayliss LLP, a corporate and business law boutique based in Wilmington, Delaware that focuses on (a) high stakes litigation involving Delaware corporations and other business entities and (b) transactional matters carrying a significant risk of litigation or involving novel or complex issues of Delaware law.  Mr. Bayliss represents a broad array of clients, including national and international corporations, stockholders, directors, equity investors and executives, in both defensive and offensive roles (including contingent fee litigation). 

Mr. Bayliss’s current representations include serving as counsel for affiliates of Elliott Management Corporation and Magnetar Capital LLC in their challenge to Lions Gate Entertainment Corporation’s $4.4 billion acquisition of Starz.  He is also serving as successor counsel to Immunomedics, Inc. in multiple litigations arising out of its proposed transaction with Seattle Genetics, Inc. and the proxy contest launched by venBio Select Advisor LLC.

This summer, Mr. Bayliss represented Starboard Value and Opportunity Master Fund Ltd. in expedited litigation in the Delaware Court of Chancery against comScore, Inc. and Engaged Capital Flagship Master Fund, LP in expedited litigation against Rent-A-Center, Inc.  Last year, Mr. Bayliss served as Delaware counsel to Sumner Redstone in connection with multiple disputes in the Court of Chancery involving his controlling stake in Viacom, Inc.

Mr. Bayliss’s accomplishments as counsel for defendants include successfully arguing before the Delaware Court of Chancery and the Delaware Supreme Court for dismissal of a consolidated class action challenging Valeant Corporation’s $15.8 billion acquisition of Salix Pharmaceuticals, Inc.  Mr. Bayliss also served as lead trial counsel in both Merlin Partners, LP v. AutoInfo, Inc., C.A. No. 8509-VCN (Del. Ch. April 30, 2015) and LongPath Capital v. Ramtron International Corp., C.A. No. 8094-VCP (Del. Ch. June 30, 2015), two key cases that helped establish the importance of merger price in Delaware appraisal litigation.  Mr. Bayliss’s accomplishments as counsel for plaintiffs include seeking and obtaining an order blocking a $230 million recapitalization transaction in Kalisman v. Friedman, C.A. No. 8447-VCL (Del. Ch. 2013).  

Mr. Bayliss received his B.A. from Yale University and his J.D. from the University of Virginia School of Law, where he served as a managing editor of the Virginia Tax Review and received the Kingdon Prize for winning the William Minor Lile Moot Court Competition.  Mr. Bayliss has been selected for inclusion in Chambers USA as a leading litigator in the Delaware Court of Chancery and recognized as a “Rising Star” in Delaware by Super Lawyers

Before joining Abrams & Bayliss LLP, Mr. Bayliss worked for Skadden, Arps, Slate, Meagher & Flom LLP in Wilmington, Delaware. 


Mr. Tumas is Chair of the firm's Executive Committee, as well as a past chair of the Corporate Group. He concentrates his practice in the area of corporate law with specific emphasis on mergers and acquisitions, issues of internal governance, and commercial transactions involving Delaware corporations. Michael's practice often involves counseling boards of directors and special committees of boards of directors regarding their duties, fiduciary and otherwise. Michael also has extensive experience in representing both sellers and buyers in negotiated acquisitions of divisions, assets and businesses.

REPRESENTATIVE MATTERS

  • Intercontinental Exchange in connection with its acquisition of Interactive Data Corporation
  • Liberty Interactive in connection with its acquisition of zulily
  • Google in connection with its corporate reorganization to form its new holding company, Alphabet
  • Liberty Broadband in connection with the proposed acquisition of Time Warner Cable by Charter Communications
  • Williams Companies in connection with its pending acquisition by Energy Transfer Equity, L.P.
  • Williams Companies in its merger of Williams Partners LP and Access Midstream Partners LP
  • E. I. du Pont de Nemours and Company in its divestiture of Sontara nonwovens business to Jacob Holm, its divestiture of Kocide copper fungicide assets to Mitsui & Co, and its acquisition of biotechnology assets from Dyadic
  • UnitedHealth Group in connection with its acquisition of a majority stake in Audax Health Solutions
  • Conflicts Committee of OCI Resources LP in connection with OCI Enterprises Inc. disposition of general and limited partner interests
  • BBVA in connection with its acquisition of the online banking start-up, Simple
  • E. I. du Pont de Nemours and Company in connection with its acquisition of Pannar, a South Africa based seed company with operations throughout Africa
  • Special Committee of Rue 21 in connection with the acquisition of Rue 21 by APAX
  • Delaware counsel to Michael Dell in connection with the acquisition of Dell
  • Intercontinental Exchange in connection with its acquisition of NYSE Euronext
  • Liberty Media Corporation in connection with its investment in Sirius XM Radio
  • Liberty Media Corporation in connection with the spin-off of Starz
  • Board of Directors of NRG Energy in connection with its merger with GenOn Energy
  • Google's Motorola Mobility in connection with its acquisition of Viewdle
  • LCH Clearnet in connection with its acquisition of International Derivatives Clearing Group LLC
  • El Paso in connection with its merger with Kinder Morgan
  • Google in connection with its recapitalization to authorize and issue a new class of non-voting common stock
  • Liberty Interactive in connection with the split-off of Liberty Media Corporation
  • E. I. du Pont de Nemours and Company in its acquisition of Innovalight, Inc.
  • Special committee of the board of directors of McMoran Exploration Co. in its acquisition of Plains Exploration & Production Company
  • Frontier Oil in its merger with Holly Corporation
  • Alpha Natural Resources in connection with its acquisition of Massey Energy
  • Special committee of the board of directors of The Mosaic Company in its split-off of the majority stake of Cargill, Inc.
  • Google in connection with its acquisition of On2 Technologies, Inc.
  • Board of Directors of NRG Energy in connection with its successful defense of a hostile acquisition bid by Excelon Corporation

EDUCATION

University of Pennsylvania Law School, J.D., 1984

The State University of New York at Binghamton, B.A., 1981

BAR & COURT ADMISSIONS

Delaware, 1984

PRACTICE AREAS

Corporate Counseling

Corporate Counseling & Governance

Corporate Law

Mergers, Acquisitions & Divestitures

PROFESSIONAL ACTIVITIES AND HONORS

  • Listed in Chambers USA: America's Leading Lawyers for Business, Lawdragon's 500 Leading Dealmakers, The Best Lawyers in America and Delaware Super Lawyers
  • Received an AV® rating in Martindale-Hubbell's peer review certification
  • Delaware State Bar Association
  • American Bar Association, Business Law Section
  • Society of Corporate Secretaries & Governance Professionals


Ms. Norman, the Vice-Chair of Young Conaway's Corporate Counseling and Litigation Section, has extensive experience litigating corporate and complex business disputes, primarily in the Delaware Court of Chancery. She has litigated numerous high profile actions involving derivative claims, contests for corporate control, M&A, governance, complex contracts, alternative entities, demands for books and records, and statutory appraisal/valuation disputes. In addition, Ms. Norman regularly counsels boards of directors and senior management on Delaware corporate law.

Ms. Norman has litigated patent and securities cases in the US District Court, and commercial cases in the US Bankruptcy Court and the Complex Commercial Litigation Division of the Delaware Superior Court.

Before attending Stanford Law School, Ms. Norman studied English Constitutional Law and Jurisprudence at Somerville College, Oxford University, and received a M.A. in Legal and Political Theory from University College London. She worked on law reform issues as a staff attorney for an NGO in Moscow, Russia.

DISTINCTIONS

  • Chambers USA - America's Leading Lawyers for Business, Delaware Court of Chancery
    Chambers USA describes Ms. Norman as "adept at handling litigation associated with M&A transactions and...also known for her handling of disputes involving limited liability companies and limited partnerships." Chambers notes Ms. Norman's "valuable" ability to "provide high-level strategic advice."
  • Delaware Today - Top Lawyers, International Law (2015-present)
  • Delaware Super Lawyers®, Top Rated Business Litigation (2017)


Patricia regularly provides advice on corporate governance matters and a variety of corporate transactions for publicly traded and privately held corporations. Patricia is often called upon to advise on mergers and acquisitions, financings, asset sales and other significant transactions. Her work includes structuring complex transactions and often involves counseling boards of directors and board committees on their fiduciary duties and the technical aspects of Delaware corporate law. She also provides formal legal opinions on issues involving Delaware corporate law.

Patricia is actively involved with the American Bar Association’s Mergers & Acquisitions Committee and Corporate Laws Committee. She is Co-Chair of the Subcommittee on Acquisitions of Public Companies of the M&A Committee and Co-Chair of the MBCA Implementation and Outreach Subcommittee of the Corporate Laws Committee. From 2011-2018, she also served as Co-Chair of the Joint Task Force on Governance Issues in Business Combinations. As part of her role as Task Force Co-Chair, she served as an editor of The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors.

Patricia is a member of the Council of the Corporation Law Section of the Delaware State Bar Association and, in that capacity, participates in the annual review of, and preparation of amendments to, the Delaware General Corporation Law. She was appointed by the Delaware Supreme Court to serve as a member of the court’s Board on Professional Responsibility (2012-2018). In 2018, she became a fellow of the American College of Governance Counsel, and in 2019 was named to the Board of Trustees and Secretary.

Patricia also frequently speaks on Delaware corporate law issues at corporate law seminars and symposia around the country, including the Tulane Corporate Law Institute, the University of Texas Mergers & Acquisitions Institute, the Ray Garrett Jr. Corporate and Securities Law Institute, the Northwestern Law Securities Regulation Institute and the ABA National M&A Institute.

Patricia received her J.D., magna cum laude, from Villanova University School of Law in 1996, where she served as Executive Editor of the Villanova Law Review. She completed her undergraduate education at University of Delaware, receiving a B.S., magna cum laude, in 1992. Prior to joining Morris, Nichols, Arsht & Tunnell LLP, Patricia served as law clerk to The Honorable Randy J. Holland of the Supreme Court of the State of Delaware.


Srinivas M. Raju is a member of the Wilmington, Delaware law firm of Richards, Layton & Finger, P.A.  His practice focuses on corporate advisory, corporate governance, transactional, and complex litigation matters relating to Delaware corporations, limited partnerships and limited liability companies. Srini has litigated numerous corporate control, corporate governance, and contractual disputes in the Delaware Court of Chancery and the Delaware Supreme Court. He has also advised corporate boards, special committees, and general partners with respect to governance and transactional issues. 

Srini is frequent speaker on fiduciary duty and governance issues, particularly with respect to Delaware limited partnerships and limited liability companies.  He has also published numerous articles on these topics, including articles published in The Business Lawyer, Securities & Commodities Regulation, Delaware Journal of Corporate Law, and Insights, and is co-author of a book titled Special Committees: Law and Practice (LexisNexis 2015). 

Srini has been recognized in The Best Lawyers in America; Chambers USA; Benchmark Litigation; Lawdragon; PLC Which Lawyer; Super Lawyers; and The Legal 500.

Srini holds a J.D. degree from Georgetown University Law Center and a B.S. degree from Indiana University.  Earlier in his career, and prior to entering law school, he was an accountant and obtained certification as a Certified Public Accountant. 


The Honorable Andre G. Bouchard was sworn in as Chancellor of the Court of Chancery on May 5, 2014. Before his appointment, Chancellor Bouchard spent twenty-eight years in private practice in Wilmington, Delaware, including as the managing partner of Bouchard Margules & Friedlander, P.A., a corporate and commercial litigation boutique he founded. Before forming his own firm, Chancellor Bouchard served as a corporate litigator at Skadden, Arps, Slate, Meagher & Flom.

Chancellor Bouchard received his law degree from Harvard Law School in 1986 and a B.A., summa cum laude, from Boston College in 1983, where he was the recipient of the Edward H. Finnegan Award. He was selected as a Harry S. Truman Scholar from Delaware in 1981. Chancellor Bouchard is a past Chairman of the Judicial Nominating Commission and a fellow of the American College of Trial Lawyers.