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Delaware Law Developments 2018: What All Business Lawyers Need to Know


Speaker(s): Adam H Offenhartz, Amy Simmerman, Bradley R. Aronstam, C. Evan Stewart, Catherine G. Dearlove, Christine M. Mackintosh, Corinne Elise Amato, Elena C. Norman, Gary A. Bornstein, Gregory P. Williams, Hal J. Leibowitz, Hon. Tamika R. Montgomery-Reeves, Jessica Zeldin, Lawrence A. Hamermesh, Marc R. Treviño, Matthew J. O'Toole, Patricia O. Vella, Scott B. Luftglass, Srinivas M. Raju, Theodore N. Mirvis, William M. Lafferty
Recorded on: May. 24, 2018
PLI Program #: 220324

Amy Simmerman is a partner in the Wilmington, Delaware office of Wilson Sonsini Goodrich & Rosati. Amy is one of the leaders of the firm's Delaware office and governance practice. Her practice focuses on providing advice on all aspects of Delaware corporate law, including fiduciary duties, mergers and acquisitions, stockholder activism, corporate governance, corporate formation, stock issuances, preferred stock investments, and various statutory matters. Amy frequently speaks and publishes on Delaware law and governance issues. She also has been involved in many special committee assignments and internal investigations and provides corporate advice in the context of litigation.

Prior to joining the firm, Amy was corporate counsel at a global software company, where she focused on corporate law issues and M&A. Prior to that, she practiced for several years in the Delaware corporate law counseling group at a Delaware law firm.  Amy currently serves as Co-Chair of the Private Company Target Merger Agreement Task Force of the Business Law Section of the ABA.

EDUCATION:

  • J.D., Georgetown University Law Center, Magna Cum Laude, Order of the Coif
  • B.A., University of Pennsylvania, Summa Cum Laude

SELECT PUBLICATIONS:

  • Co-author with K. Martin, "Controlling-Stockholder Conflicts and How to Handle Them," PLI Current: The Journal of PLI Press, Vol. 2, No. 4, Autumn 2018
  • "Delaware Court of Chancery Issues Important Decisions Addressing Stockholders' Agreements," Insights: The Corporate and Securities Law Advisor, Vol. 32, No. 4, April 2018
  • Co-author with S. Bochner, "The Venture Capital Board Member's Survival Guide: Handling Conflicts Effectively While Wearing Two Hats," 41(1) Delaware Journal of Corporate Law, 2016
  • Co-author with A. Flaherty, "The Standard of Review for Controlling Stockholder Transactions Outside of the Merger Context," The M&A Lawyer, Vol. 20, No. 3, March 2016

SELECT SPEAKING ENGAGEMENTS:

  • Panelist, "Delaware Law Developments 2018: What All Business Lawyers Need to Know," Practising Law Institute, May 24, 2018
  • Panelist, "A West Coast Conversation: Liquidity, Valuation, and Capital and Governance Structure," University of Pennsylvania Institute of Law and Economics, March 22, 2018
  • Panelist, "The Court of Chancery, the DGCL, and Federalism," Delaware Corporate Law Anniversary Symposium, Wilmington, Delaware, September 26, 2017
  • Panelist, "The Rise of the Stockholder: Trends in Corporate Governance," 28th Annual All Hands Meeting, Santa Clara, California, November 17, 2016


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


CORINNE ELISE AMATO practices in the area of corporate and commercial litigation.  Ms. Amato’s practice primarily involves mergers and acquisitions, corporate governance, and other complex corporate governance and business matters in the Delaware Court of Chancery.

Ms. Amato is a magna cum laude graduate of both Franklin & Marshall College and Widener University School of Law.  While attending law school, Ms. Amato served on the administrative board of The Delaware Journal of Corporate Law, was a member of Phi Kappa Phi National Honor Society, and served as a judicial extern to the Honorable Gregory M. Sleet, United States District Court Judge for the District of Delaware.  Ms. Amato was admitted to practice in the State of Delaware in 2007 and was recognized in the 2014 through 2017 editions of Super Lawyers, Delaware as a Rising Star in Business Litigation.

Professional Activities:

MEMBER, AMERICAN  BAR ASSOCIATION INCLUDING BUSINESS LAW AND LITIGATION SECTIONS

MEMBER, DELAWARE STATE BAR ASSOCIATION

MEMBER, PAST EXECUTIVE COMMITTEE MEMBER AND SECRETARY, RICHARD S. RODNEY AMERICAN INN OF COURT

PAST ASSOCIATE MEMBER, BOARD OF BAR EXAMINERS OF THE SUPREME COURT OF THE STATE OF DELAWARE

Bar Admissions:

DELAWARE

NEW JERSEY

PENNSYLVANIA

UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE

UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT

Education:

FRANKLIN & MARSHALL COLLEGE (B.A., 2004)

WIDENER UNIVERSITY SCHOOL OF LAW (J.D., 2007)


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.


Hal Leibowitz is Co-Chair of WilmerHale’s Mergers and Acquisitions Group.  Mr. Leibowitz’s practice focuses on corporate and securities law matters for companies in the technology, life sciences and services industries, with an emphasis on mergers and acquisitions and public company counseling. He routinely advises clients and their boards of directors on a wide range of merger and acquisition transactions, including acquisitions and dispositions of public and private companies, tender offers, exchange offers and going private transactions.  His clients include Akamai Technologies, Analogic, ASICS, Hasbro, PerkinElmer, Progress Software and Thermo Fisher Scientific.

Mr. Leibowitz has consistently been recognized as a leader in mergers and acquisitions.  He is named as a leader in corporate/M&A in Chambers USA: America's Leading Lawyers for Business, the Best Lawyers in America and The Legal 500 United States, and recognized in Boston Magazine as a "New England Super Lawyer".  Mr. Leibowitz is a member of the American Bar Association’s Merger and Acquisitions Committee, including the Committee's Subcommittee on M&A Market Trends (past chair) and Subcommittee on Acquisitions of Public Companies, and served as Chair of the Market Trends Subcommittee’s 2010 - 2014 Deal Points Studies on the Acquisition of Public Companies.


Jessica Zeldin is a shareholder of Rosenthal, Monhait & Goddess, P.A.  Her practice focuses on representation of investors.  She has worked on behalf of minority shareholders and unitholders of master limited partnerships in class actions, securities claims, state law appraisal proceedings and derivative litigation.  She also has significant experience litigating statutory actions under the Delaware code, such as books and records demands, advancement proceedings and contests for corporate control. 

Jessica’s success in cases where she has had a substantial role include:

  • Participating on the team responsible for securing what will be, if approved, the largest derivative settlement ($275 million).See, e.g., In re Activision Blizzard, Inc. S’holders Litig., 86 A.3d 531 (Del. Ch. 2014).
  • Obtaining, if approved, the largest Delaware settlement in a state law insider trading related case ($39 million) and helping to change radically the law in this area.See, e.g., Kahn v. Kolberg, Kravis, Roberts & Co., 23 A.3d 831 (Del. 2011); In re Primedia, Inc. S’holders Litig., 67 A.3d 455 (Del. Ch. 2013).
  • Developing, before the Delaware Supreme Court, favorable caselaw for unit holders seeking to enforce contractual fiduciary duties and obtaining a multi-million dollar settlement in a master limited partnership case.See, e.g., Gerber v. Enterprise Prods. Holdings, LLC, 67 A.3d 400 (Del. 2013).
  • Securing a $90 million settlement, on the eve of trial, for a small class of former seat holders of one of the nation’s premier options exchanges.See, e.g., In re Phila. Stock Exch., Inc., 965 A.2d 661 (Del. 2009).
  • Achieving a multi-million dollar verdict after trial finding that defendants were “corrupt” in their treatment of shareholders.See, e.g., Gesoff v. IIC Indus., 902 A.2d 1130 (Del. Ch. 2006).
  • Winning a reversal and remand from the Delaware Supreme Court of a motion to dismiss in what commentators have called a “landmark” corporate decision.See, e.g., Gantler v. Stephens, 965 A.2d 695 (Del. 2009).

Jessica is the past Treasurer and Secretary of the Delaware State Bar Association and the past President of the Women and Law Section of the Delaware State Bar.  She is a current member of the Court of Chancery Rules Committee.

Prior to joining Rosenthal, Monhait & Goddess, P.A., Jessica practiced with a defense-oriented, Wilmington-based firm.  She represented directors and officers in statewide class and derivative actions.


Professor Hamermesh is a graduate of Haverford College (1973) and Yale Law School (1976). He practiced law with Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware from 1976 to 1994.

Prof. Hamermesh is a member and former chair of the Council of the Corporation Law Section of the Delaware State Bar Association (responsible for the annual review and modernization of the Delaware General Corporation Law). From January 2010 to June 2011, he served as senior special counsel in the Office of Chief Counsel of the Division of Corporation Finance of the U.S. Securities and Exchange Commission in Washington, D.C. (advising the Staff of the Commission on matters of state corporate law).

Prof. Hamermesh is the Reporter for the Corporate Laws Committee of the American Bar Association Business Law Section (responsible for the drafting and revision of the Model Business Corporation Act), and from 2001 to 2007 was an elected member of the Committee.  In 2002 and 2003 he also served as Reporter for the American Bar Association’s Task Force on Corporate Responsibility.

Recent publications include: Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process, and Synergies, 73 Bus. Law. 961 (Fall 2018) (with Michael Wachter); The Importance of Being Dismissive: The Efficiency Role of Pleading Stage Evaluation of Shareholder Litigation, 42 J. Corp. L. 597 (2017) (with Michael Wachter); A Most Adequate Response to Excessive Shareholder Litigation, 45 Hofstra L. Rev. 147 (2016); Director Nominations, 39 Del. J. Corp. L. 117 (2014); and Loyalty’s Core Demand: The Defining Role of Good Faith in Corporation Law, 98 Geo. L. J. 629 (2010) (with Leo E. Strine, Jr., R. Franklin Balotti, and Jeffrey M. Gorris).


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.


The Honorable Tamika Montgomery-Reeves was sworn in as a Vice Chancellor of the Court of Chancery on November 25, 2015.  Before her appointment, Vice Chancellor Montgomery-Reeves was a partner in the Wilmington, Delaware office of Wilson Sonsini Goodrich & Rosati, focusing on corporate governance, navigation of corporate fiduciary duties, stockholder class action litigation, derivative litigation, and complex commercial litigation.  Before that, she practiced in the securities and corporate governance department of Weil, Gotshal & Manges LLP in New York.  Prior to joining Weil, Gotshal, Vice Chancellor Montgomery-Reeves served as a law clerk for Chancellor William B. Chandler III of the Delaware Court of Chancery.

Vice Chancellor Montgomery-Reeves received her law degree from the University of Georgia School of Law in 2006, and a B.A. from the University of Mississippi in 2003.  She received recognition for her pro bono contribution to the Prisoners’ Rights Project and has served as a member of the Court of Chancery Rules Committee and a sub-committee member to the Delaware Access to Justice Commission.


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).


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.


Marc Treviño is the head of Sullivan & Cromwell’s corporate governance practice, the managing partner of its executive compensation group, and a founding member of its financial institutions group. He joined the Firm in 1993 after graduating from Yale Law School (J.D., 1993) and summa cum laude from Princeton University (A.B., Phi Beta Kappa, 1990).

Mr. Treviño is a recognized leader in structuring and counseling senior executives and boards in significant matters involving reputation, overlapping regulatory regimes, fiduciary conflicts and multiple jurisdictions, with a particular emphasis on matters involving financial institutions. Mr. Treviño teaches Corporate Crisis Management at the Yale Law School and is a co-author of The Public Company Deskbook (The Practising Law Institute), which has been hailed as “the bible for securities lawyers” by Fortune.

For over twenty years Mr. Treviño has represented prominent institutions and individuals in their most public and challenging transactions. His clients have included AIG, Anthem, Bank of Butterfield, Bank of New York Mellon, Barclays, Cheniere, CIT Group, The Clearing House Association, Evercore, Fiat Chrysler Automobiles, Fortress, Goldman Sachs Group, ISS, JPMorgan Chase, Kodak, Lending Club, Microsoft, Moody’s, New York Stock Exchange, Priceline, RBS Citizens Financial Group, SandRidge Energy, Sotheby’s, UBS, UNFI, Vector Group, Verily Life Sciences, Volkswagen, Waymo and Wells Fargo & Company. Many of his most important matters are resolved without public attention.

Mr. Treviño also lectures and writes extensively, and is often quoted with respect to corporate governance and compensation matters, including for the American Bar Association, Bank Directors Magazine, The Corporate Counsel, The Corporate Governance Advisor, Society of Corporate Secretaries and Governance Professionals and Wall Street Journal. He is also on the Advisory Board for the Harvard Law School Program on Corporate Governance.


Mr. O'Toole is the chair of Potter Anderson's Business Group, a member of the firm's Executive Committee, and chair of the firm's Blockchain Committee.  He concentrates his practice on corporate and commercial transactions, particularly the structure and use of Delaware business entities, including corporations, limited liability companies, partnerships (general and limited) and statutory trusts. He often serves as counsel to lenders, borrowers, investors, managers, trustees and other parties involved in both domestic and international business transactions. His practice frequently involves providing third-party legal opinions concerning Delaware’s General Corporation Law, Delaware’s alternative entity statutes, the Delaware UCC and other applicable law.

Matt currently serves as a member, and is the immediate past chair, of the Council of the Corporation Law Section of the Delaware State Bar Association. He also sits on the drafting committees responsible for the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, the Delaware Revised Partnership Act, and the Delaware Statutory Trust Act. Matt has served previously on other committees established by the Council, including the Technology Update Committee, which undertook a comprehensive review of Delaware’s General Corporation Law to study and recommend changes to that statute to accommodate current technology. He is one of the principal drafters of the Delaware Revised Captive Insurance Company Act and the Delaware Insurance Company Mutual-to-Stock Conversion Act.

Matt is co-author of Symonds & O'Toole on Delaware Limited Liability Companies, published by CSC/LexisNexis. His articles on amendments to Delaware’s corporate and alternative entity statutes and the Delaware UCC are published regularly in CSC’s Delaware Laws Governing Business Entities and he is author of the “Delaware Limited Liability Company Practice Guide,” in State Limited Liability Company & Partnership Laws (Aspen Law & Business).  In addition, he has written a number of other publications and guides that serve as references for both business and legal professionals.

Matt has been recognized in The Best Lawyers in America for corporate law, mergers and acquisitions law and securitization and structured finance law. He also has been recognized as one of the leading corporate, alternative entities, and M&A lawyers in Delaware by Chambers & Partners.

Matt earned his J.D. from the College of William and Mary, Marshall-Wythe School of Law in 1992, his M.A. from Fordham University in 1988, and his B.A. summa cum laude from Fordham University in 1985.


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, and is Co-Chair of the Subcommittee on Acquisitions of Public Companies and Co-Chair of the Joint Task Force on Governance Issues in Business Combinations.

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.

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.

Honors

• Chambers USA, America’s Leading Lawyers for Business, Recognized as a leading Delaware corporate M&A practitioner (2014-2018)
• IFLR1000 United States, Selected as a leading Delaware lawyer in the guide to financial and corporate law firms (2018)
• Who’s Who Legal: M&A and Governance, Listed among leading M&A lawyers (2015-2018)
• The Best Lawyers in America, Selected for inclusion for Delaware corporate governance and mergers and acquisitions (2016-2019); Named “Lawyer of the Year” for Delaware corporate governance law (2019)
• Best Lawyers Business Edition: Women in the Law, Listed among leading women in Delaware corporate governance and mergers and acquisitions (2016-2019)

 


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. 


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.