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Delaware Law Developments 2017: What All Business Lawyers Need to Know


Speaker(s): A. Thompson Bayliss, C. Evan Stewart, Catherine G. Dearlove, Chancellor Andre G. Bouchard, Christine M. Mackintosh, Gary A. Bornstein, Gregory P. Williams, Guhan Subramanian, Hon. Robert J. Jackson, Jr., Marcus E. Montejo, P Clarkson Collins, Pamela S. Tikellis, Prof. Edward Rock, R. Scott Falk, Robert E. Spatt, Scott A. Barshay, Scott B. Luftglass, Stephen P. Lamb, Theodore N. Mirvis, William D. Regner, William M. Lafferty
Recorded on: Jul. 21, 2017
PLI Program #: 186557

Catherine Dearlove is a director of Richards, Layton & Finger, Delaware’s largest law firm. Vice chair of the firm’s Corporate Department, Catherine represents Delaware corporations, LLCs, limited partnerships, and their officers, directors, and managers in M&A disputes, derivative and class actions, and corporate control disputes. She also counsels her clients on complex corporate governance and fiduciary issues, and advises special committees in internal investigations and transactional matters.

A fellow of the American College of Governance Counsel, Catherine has been recognized for excellence in Chambers USA, The Lawdragon 500 Leading Lawyers in America, The Legal 500, The Best Lawyers in America, and Benchmark Litigation, including as one of Benchmark’s Top 250 Women in Litigation.

Catherine is a frequent panelist and speaker at professional conferences addressing issues of Delaware corporate law and governance. She earned a B.S.F.S., magna cum laude, from Georgetown University, and a J.D., with distinction, from Stanford Law School.


Christine Mackintosh is a director at Grant & Eisenhofer, practicing in the areas of corporate and securities litigation. She has represented institutional investors, both public and private, in corporate cases in the Delaware Court of Chancery and in securities fraud class actions in federal courts throughout the country.

Ms. Mackintosh’s practice primarily focuses on litigation in the Delaware Court of Chancery, where she has played significant roles in several landmark actions challenging mergers and acquisitions (including In re Del Monte Foods Company Shareholder Litigation, which resulted in an $89.4 million recovery for the class, and In re El Paso Corporation Shareholder Litigation, which resulted in a $110 million recovery for the class) and in several successful shareholder derivative actions (including In re American International Group, Inc. Consolidated Derivative Litigation, which resulted in a $90 million recovery, one of the largest recoveries in a shareholder derivative action in the history of the Delaware Court of Chancery). Ms. Mackintosh is currently prosecuting a derivative action on behalf of McKesson Corporation relating to the company’s failure to adequately oversee its sales of opioid drugs, which resulted in the company agreeing to pay a record $150 million civil penalty for its violations of DEA requirements relating to the reporting of suspicious orders, and a derivative and class action challenging the acquisition of SolarCity Corporation by Tesla Motors, Inc. 

Ms. Mackintosh is a leading member of G&E’s appraisal litigation practice and has tried numerous appraisal cases in the Court of Chancery, including In re Appraisal of Dell, Inc., In re Appraisal of Solera Holdings, Inc., and Verition Partners Master Fund Ltd. v. Aruba Networks, Inc.  Ms. Mackintosh is currently representing clients pursuing their appraisal rights against Nord Anglia Education in the Grand Court of the Cayman Islands.

In addition to her Chancery Court practice, Ms. Mackintosh has played a significant role in a number of securities fraud class actions that have achieved substantial recoveries for classes of investors, including In re JP Morgan Chase & Co. Securities Litigation ($150 million recovery), In re Refco Securities Litigation ($400 million recovery), and In re Merck & Co., Inc. Vytorin/Zetia Securities Litigation ($215 million recovery), and on behalf of individual and institutional investors who have opted out of class actions to pursue individual suits, including representation of investors who opted out of In re Bank of America Corporation Securities, Derivative & ERISA Litigation. Outside of the United States, Ms. Mackintosh was a member of the team that secured the historic $450 million pan-European settlement in the Royal Dutch Shell case in the Netherlands and the $1 billion settlement in the Royal Bank of Scotland case in the United Kingdom. She is currently representing institutional investors in connection with litigation against Volkswagen AG in Germany.

A magna cum laude graduate of St. Joseph’s University, Ms. Mackintosh earned her law degree at the University of Pennsylvania Law School.  She is the co-author of two articles published by the Practising Law Institute’s Corporate Law & Practice Course Handbook Series. “Ethical Issues and Their Impact on Securities Litigation,” published in September-October, 2003, was co-authored with Marc J. Sonnenfeld, Viveca D. Parker and Marisel Acosta. “Lessons From Sarbanes-Oxley: The Importance of Independence In Internal Corporate Investigations,” published in July, 2003, was co-authored with Alfred J. Lechner, Jr.

Education:

University of Pennsylvania Law School, J.D. (2001)
St. Joseph’s University, B.A., magna cum laude (1998)

Admissions:

Delaware, Pennsylvania, U.S. District Court for the Eastern District of Pennsylvania, United States District Court for the District of Delaware


Gary A. Bornstein is a partner in Cravath’s Litigation Department.  His practice focuses on high-stakes commercial disputes, including antitrust, M&A and securities litigation.  In the past several years, Mr. Bornstein has represented buyers, sellers and lenders in contested M&A transactions, as well as corporations and directors in disputes with activist investors and other stockholders.  Mr. Bornstein also regularly represents clients in antitrust litigation and investigations.  In addition to litigation, Mr. Bornstein frequently provides antitrust, fiduciary duty and other transaction-related advice.

Representative recent matters include several high-profile M&A disputes, in both hostile and negotiated transactions, as well as litigation around competitive proxy contests; various cases defending directors and officers in fiduciary duty litigation; and antitrust litigation and investigations in the United States, Europe and Asia.  Mr. Bornstein also won a defense judgment for a major financial institution in an antitrust class action suit after a five-week bench trial in New York federal court, which was affirmed on appeal.  Other matters include securities litigation for various clients in federal and state courts across the country; multiple SEC investigations; and litigation, arbitration and other disputes arising out of complex contractual and joint venture arrangements.

Mr. Bornstein was named one of New York Law Journal’s Rising Stars in 2013.  In 2012, he was recognized by Law360 as one of five outstanding attorneys in the nation under 40 in the securities arena for his M&A litigation work.  The Legal 500 United States has also recommended Mr. Bornstein for M&A litigation since 2012, including naming him a Leading Lawyer in that area in 2013, 2017 and 2018.  In 2013 and 2016, he and his colleagues earned the Firm distinction as “Law Firm of the Year” in M&A litigation in the U.S. News & World Report-Best Lawyers survey of the best law firms in the United States.  Mr. Bornstein has been recognized by Benchmark Litigation every year since 2009 for his litigation work.  He was named a “National Star” in antitrust litigation and a “Local Litigation Star” in the New York area by the guide from 2015 through 2019.  He was also named to The Best Lawyers in America from 2015 through 2019 for antitrust litigation. 

Mr. Bornstein was born in Merrick, New York.  He received a B.A. in architecture from Yale University in 1994 and a J.D. from Harvard in 1997, where he was a Notes Editor of the Law Review and a winner of the Ames Moot Court Competition.  After graduation, Mr. Bornstein served a clerkship with Hon. Amalya L. Kearse of the U.S. Court of Appeals for the Second Circuit.  He joined Cravath as a summer associate in 1996, returned to join the legal staff in 1998 and became a partner in 2005.


Guhan Subramanian is the Joseph H. Flom Professor of Law and Business at Harvard Law School and the H. Douglas Weaver Professor of Business Law at Harvard Business School.  He is the first person in the history of Harvard University to hold tenured appointments at both HLS and HBS.  At HLS he teaches courses in negotiations and corporate law.  At HBS he teaches in several executive education programs, such as Strategic NegotiationsChanging The Game, Making Corporate Boards More Effective, Mergers & Acquisitions, and the Advanced Management Program.   He is the faculty chair for the JD/MBA program at Harvard University and the Vice Chair for Research for the Harvard Program on Negotiation. Prior to joining the Harvard faculty he spent three years at McKinsey & Company.

Professor Subramanian's research explores topics in corporate governance, corporate law, and negotiations.  He has published articles in the Stanford Law Review, the Yale Law Journal, the Harvard Business Review, and the Harvard Law Review, among other places.  His most recent publications include “Deal Process Design in Management Buyouts” (2016) in the Harvard Law Review and “The New Look of Deal Protection” (2017) with Fernan Restrepo in the Stanford Law Review. Ten of his articles have been selected as being among the “top ten” articles published in corporate and securities law in their respective years, among the 400+ articles that are published each year, by scholars in the field.  The two-volume treatise Law & Economics of Mergers & Acquisitions, which includes 33 “seminal” articles from the field over the past 45 years, contains four of his articles, more than from any other scholar.  His article “Corporate Governance 2.0” was selected as a McKinsey Award finalist, for best article published in the Harvard Business Review in 2015.  His book Dealmaking: The New Strategy of Negotiauctions (W. W. Norton 2011), which synthesizes the findings from his research and teaching, has been translated into Chinese (Mandarin), German, Japanese, Portuguese, and Spanish.  He is also a co-author of Commentaries and Cases on the Law of Business Organization (Aspen 4th ed. 2012), a leading textbook in the field of corporate law.

Professor Subramanian holds degrees in Law, Economics, and Business from Harvard University.


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.”


Robert E. Spatt has been a corporate Partner at Simpson Thacher & Bartlett LLP in New York since 1987, where he focuses on corporate and corporate governance advice to public and private company boards of directors, and mergers, acquisitions and restructurings for buying and selling companies, their financial advisors, control stockholders, leveraged buyout firms and special committees of boards of directors. Rob graduated from Brown University (A.B. 1977) and University of Michigan Law School (J.D., 1980 magna cum laude; Order of the Coif). He was admitted to the New York State Bar in 1980. Rob has published various articles on M&A subjects and regularly serves as a faculty member for leading M&A seminars and institutes. Rob is the Co-Chairman Emeritus of the Tulane Corporate Law Institute, one of the country’s leading M&A institutes. Rob has beenrepeatedly named one of the leading M&A lawyers in numerous legal publications, including Chambers Global World’s Leading Lawyers for Business and Chambers USA America’s Leading Lawyers for Business. He has also been repeatedly listed as a top Corporate Governance or M&A lawyer in Euromoney’s Expert Guides “The Best of the Best”, and in Who’s Who Legal; and has been included in Lawdragon’s “Lawdragon 500 Leading Lawyers in America” since its inception in 2005, and featured on the cover spread for the 2009 annual issue. Rob was named “Dealmaker of the Week” by The American Lawyer in mid-2013 and recognized by Law360 as an “MVP” in M&A for 2014. Among other philanthropic activities, Mr. Spatt is a member of the Board of Directors of the Calvary Fund of Calvary Hospital, and has for many years been a member of the Executive Committee of the Lawyers Division of UJA Federation of New York and co-led the UJA campaign at Simpson Thacher.

In addition, Rob has also worked on approximately $350 billion of announced deals from October 2013 to date through his active practice representing financial advisors in some of the largest M&A transactions, including among many others, the financial advisors for Virtu Financial in its announced acquisition of KCG Holdings, for Reynolds American in its announced $49 billion merger with British American Tobacco, for ARIAD in its merger with Takeda, for Regency Centers in its $15.6 billion merger with Equity One, for Post Properties in its merger with MAA, for Axiall Corporation in its acquisition by Westlake Chemical, for Progressive Waste in its merger with Waste Connections, for InvenTrust Properties in its divestiture of University House and for Dow in its announced $130 billion merger of equals with DuPont.


Scott A. Barshay is Global Head of Paul, Weiss’s Mergers & Acquisitions Practice and has been widely recognized as one of the country’s leading activist defense and M&A lawyers.

Scott has represented clients in many of the biggest and highest-profile M&A transactions in recent years, including Anheuser-Busch InBev in its $107 billion acquisition of SABMiller; Cameron International in its $15 billion sale to Schlumberger; Honeywell in its $90 billion proposal to acquire United Technologies; The Kraft Heinz Company in its proposed $143 billion acquisition of Unilever; Mylan Pharmaceuticals in its successful takeover defense against Teva’s $40 billion hostile bid and in Mylan’s $35 billion hostile offer to acquire Perrigo; Qualcomm in its $47 billion acquisition of NXP; Starwood Hotels in its $13.6 billion sale to Marriott International and the competing bids from Anbang; United Airlines in its $7 billion merger of equals with Continental Airlines; and 3G Capital and H.J. Heinz in the $60 billion Kraft/Heinz merger.

Scott has also advised numerous companies and boards of directors in defending against activist hedge funds, including Air Methods, ARIAD Pharmaceuticals, Avon, Barnes & Noble, BHP Billiton, Cameron International, Cheniere Energy, Chico’s FAS, Gannett, Harris Corporation, Helix Energy, Hertz, Hologic, Honeywell, Jones Apparel, King Pharmaceuticals, Mylan, NCR, Par Pharmaceuticals, Qualcomm, Randstad Holdings, Sara Lee, Starwood Hotels, Web.com and Xerox.


Scott B. Luftglass is a litigation partner resident in the New York Office. His practice focuses on representing corporations, boards of directors, special committees, financial advisors, senior management, and private equity funds in connection with corporate governance matters, significant corporate transactions, hostile and friendly takeovers, shareholder and derivative litigation, and crisis management. Mr. Luftglass also represents clients in complex civil litigation, internal investigations, and regulatory matters.

Mr. Luftglass has represented clients in more than 140 public company mergers and acquisitions transactions (and related litigation) across a wide range of industries, including representing H.J. Heinz Company, Roche, Shire, AstraZeneca, PepsiCo, Comcast, Knight Transportation, Sinclair Broadcast Group, Coach, ConAgra, Tyson Foods, TE Connectivity, SS&C Technologies, Aetna, ExxonMobil, and Warner Chilcott.

Mr. Luftglass also regularly counsels global investment banks in transactions and litigation, including JPMorgan, Morgan Stanley, Greenhill, Lazard, Centerview, and Evercore.

These representations include advising clients on critical corporate governance matters, strategy, and risk management and mitigation. Mr. Luftglass has extensive experience defending clients facing shareholder class actions and derivative actions in the Delaware Court of Chancery and in other state and federal courts. He also frequently represents clients in internal investigations and insider trading inquiries in response to shareholder demands and SEC, FINRA, and other governmental inquiries.

Mr. Luftglass is a frequent speaker and participant at conferences and panels focused on mergers and acquisitions and corporate governance. He has been a repeat panelist at the Tulane University Law School Annual Corporate Law Institute and a guest lecturer on mergers and acquisitions and litigation at Yale Law School, the University of Pennsylvania Law School, and Boston College.

Mr. Luftglass serves on the Board of Advisors for the NYU Law Institute for Corporate Governance and Finance and on the Board of Advisors for the Penn Law Institute for Law and Economics.

Mr. Luftglass received his JD from the University of Virginia School of Law in 2004, where he was in the Order of the Coif and a member of the Virginia Law Review. He received his BA, cum laude, from Yale University in 2001. He is admitted to practice in New York and the United States District Courts for the Southern and Eastern Districts of New York.


Scott Falk is a partner in Kirkland’s Chicago office, focusing primarily on mergers and acquisitions and securities offerings for public company clients. His broad base of experience includes negotiated mergers, tender and exchange offers, joint ventures, acquisitions and divestitures of subsidiaries and divisions of public companies, private placements and public offerings of securities and securities law counseling. Scott has also structured and negotiated numerous cross-border investments and acquisitions, both in-bound and out-bound. He has been recognized as a leading lawyer by numerous industry publications, including Chambers USA: America’s Leading Lawyers for Business, The Legal 500 U.S., The Best Lawyers in America and The International Who’s Who of Mergers & Acquisitions Lawyers.

Scott serves as Chairman of the National Philanthropic Board of the American Red Cross in Washington, D.C., past Chairman of the Board of the American Red Cross of Greater Chicago and Chairman of the Board of Directors of the Chicago Humanities Festival. He also has chaired or co-chaired numerous CLE events, including co-chairing the Practising Law Institute’s annual seminar “Hot Topics in Mergers & Acquisitions” every year since 2006. In 2012, Scott acted as chairman for the Ray Garrett Jr. Corporate and Securities Law Institute in Chicago, and has chaired several panels at the Garrett Institute on various M&A topics, including the 2015 panel “Hot Topics in M&A.”  In 2017 and 2018, Scott participated in the “Hot Topics in Mergers & Acquisitions” panel at the Securities Regulation Institute in Coronado, CA.  He serves on the Executive Committee of the Ray Garrett Institute and the Planning Committee of the Securities Regulation Institute.

Scott earned his J.D. cum laude from Harvard Law School in 1989 and his A.B. magna cum laude in Government from Harvard College in 1985.


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 D. Regner is a corporate partner, Co-Head of the firm’s Mergers & Acquisitions Group and a member of the Technology, Media & Telecommunications, Financial Institutions and Corporate Governance Groups. He focuses on public company transactions and corporate governance matters and advises boards, special committees and senior management on governance issues, including activist challenges and risk management. He has experience across many industries, but is particularly active in the TMT and asset management sectors. He also regularly represents investment banking firms in their roles as financial advisors in major transactions. Mr. Regner was recognized as a “Client Service All-Star” by BTI Consulting in 2018.

Mr. Regner is ranked as a leading M&A lawyer by Chambers USA (2018), where sources say he “has the knowledge and experience, but his approach is pragmatic, commercial and practical” and that he has “outstanding technical knowledge and commercial awareness” and “comes up with creative solutions.” Clients highlight his “excellent commercial judgment and good commercial sense” and say that he “really commands a room but is also a very good listener,” and he is also praised for his “superb negotiating and drafting” skills. Clients describe his approach as “commercial and practical” and note that he has “outstanding technical knowledge and commercial awareness.” He is recommended by The Legal 500 US (2018) which calls him “thoughtful, smart and savvy” and lauds his delivery of “high-value and to-the-point advice.” He is also recognized by IFLR1000 (2018) as a leading M&A lawyer.

Mr. Regner is a frequent speaker on legal developments affecting mergers and acquisitions. Recent engagements include “Advising the Board of Directors in an M&A Transaction: An Overview of the Board’s Responsibilities” (2018) at the Practising Law Institute’s Mergers & Acquisitions 2018: Advanced Trends and Developments conference, “Bank M&A Mechanics and Regulatory Issues” at FIRMA’s Current Risk Issues seminar (2017) and “The Deal: A View of Delaware Law Developments from M&A Practitioners” at the Practising Law Institute’s Delaware Law Developments 2017: What All Business Lawyers Need to Know seminar (2017). Mr. Regner also moderated a discussion on “Disclosure Matters and Other SEC Considerations in M&A” for Practising Law Institute’s Mergers & Acquisitions 2017: Advanced Trends and Developments event (2017).

Mr. Regner is the co-author of Takeovers: A Strategic Guide to Mergers & Acquisitions (Wolters Kluwer Law & Business 2013) and is a contributor to Corporate Governance: Law and Practice (Matthew Bender 2013). His published articles include “Appraisal Rights: Navigating the Maze After DFC Global, Dell, and Aruba” for the Harvard Law School Forum on Corporate Governance and Financial Regulation (2018), “US And UK Share Purchase Agreements: Comparing Approaches,” Practical Law (January 2015) and “How Sell-Side Advisors Can Reduce Litigation Risk in Light of Delaware’s Rural/Metro Decision,” Journal of Investment Compliance, Volume 15 Issue 2 (August 2014). He is also a contributing author of The Private Equity Primer: The Best of the Debevoise & Plimpton Private Equity Report and the Debevoise & Plimpton Private Equity Report.

Mr. Regner joined Debevoise as an associate in 1994 and became a partner in 2002. Mr. Regner received his A.B. from Colgate University in 1988 and his J.D. summa cum laude from the Benjamin N. Cardozo School of Law in 1994, where he was Articles Editor of the Cardozo Law Review.


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.


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. 


C. Evan Stewart's practice focuses principally on the financial services industry, where he handles litigation matters for domestic and international clients before federal and state trial and appellate courts, in arbitration forums, as well as before the Judicial Panel on Multidistrict Litigation and the U.S. Supreme Court. He advises clients on a range of complex commercial matters, including antitrust, bankruptcy, class action defense, ethics, intellectual property, internal investigations, securities litigation, and tax controversies.

Mr. Stewart was featured by the New York Law Journal in the "Top Trials of 2005" for his successful representation of Theodore Sihpol, the first person in U.S. history to be criminally charged for "late trading" mutual funds. More recently, Mr. Stewart successfully represented Gary Prince against the U.S. Securities and Exchange Commission. In May of 2013, after a three week bench trial in federal court, the judge dismissed all six charges of securities fraud against Mr. Prince.

Mr. Stewart previously served twelve years as Executive Vice President and General Counsel for The Nikko Securities Co. International Inc., and as a director of Nikko Financial Services Inc. Additionally, Mr. Stewart served as First Vice President, Associate General Counsel, and Head of Litigation at E.F. Hutton & Company Inc.  Since 2003, Mr. Stewart has been tasked by Goldman, Sachs & Co. to, among other things, oversee and litigate all of the disputes arising out of the company's Private Wealth Management Division.

Recognized as a Super Lawyer for Securities Litigation since 2009, Mr. Stewart has also been hailed as a "Local Litigation Star" by Benchmark Litigation since 2010. In 2016, Mr. Stewart received the Sanford D. Levy Award from the New York State Bar Association's Ethics Committee for having "significantly contributed to an understanding of professional ethics by the publication of an article, commentary or a series of articles or commentaries on the subject." In 2008, he received the Modaq Content Award for writing the most popular article in the United States. Since 1980, Mr. Stewart has been AV(R) Peer Review Rated by Martindale-Hubbell.

Mr. Stewart is a visiting professor at Cornell University and an adjunct law professor at Fordham Law School. He has been a regularly contributing columnist for the New York Law Journal since 1990, the New York Business Journal since 2006, and has published approximately 300 articles on diverse legal subjects.  He is also frequently featured in the national media and regularly speaks across the country on securities professional responsibility and complex litigation issues.


Robert J. Jackson Jr. was appointed by President Donald Trump to the U.S. Securities and Exchange Commission (SEC) and was sworn in on January 11, 2018.

Commissioner Jackson has extensive experience as a legal scholar, policy professional, and corporate lawyer. He comes to the SEC from NYU School of Law , where he is a Professor of Law. Previously, he was Professor of Law at Columbia Law School and Director of its Program on Corporate Law and Policy. Commissioner Jackson’s academic work has focused on corporate governance and the use of advanced data science techniques to improve transparency in securities markets. He was the founding director of Columbia Law School’s Data Lab, which used cutting-edge technology to study the reliability of corporate disclosures. Commissioner Jackson has written more than 20 articles in the nation’s most prestigious legal and economics journals. His published work includes a study shining light on trading activity before the announcement of major corporate events, the first study of the effect of mandatory disclosure required by the JOBS Act on trading by individual investors, and the first comprehensive study of CEO pay in firms owned by private equity. In 2012, Columbia Law School students honored Commissioner Jackson with the Willis L.M. Reese Prize for Excellence in Teaching . He has testified on his scholarship before the U.S. Senate, and his work was previously the subject of rulemaking commentary before federal agencies, including the Federal Reserve and the SEC.

Before joining the Columbia Law School faculty in 2010, Commissioner Jackson served as a senior policy advisor at the U.S. Department of Treasury, working with Kenneth Feinberg, the Special Master for TARP Executive Compensation. In this role, he oversaw the development of policies designed to give shareholders a say on pay, improve the disclosure of executive bonuses, and encourage TARP recipients to more closely tie pay to performance. Earlier in his career, Commissioner Jackson practiced law in the executive compensation department of Wachtell, Lipton, Rosen & Katz.

Commissioner Jackson holds two bachelor’s degrees from the University of Pennsylvania, an MBA in Finance from the Wharton School of Business, a master’s degree from Harvard’s Kennedy School of Government, and a law degree from Harvard Law School. He was born in the Bronx, New York, and is a lifelong Yankees fan.


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.