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Delaware Law Developments 2019: What All Business Lawyers Need to Know


Speaker(s): Amy Simmerman, Andrew G. Gordon, Bradley R. Aronstam, Catherine G. Dearlove, Corinne Elise Amato, Gary A. Bornstein, Gregory P. Williams, Hon. Tamika R. Montgomery-Reeves, Katherine L. Henderson, Kimberly A. Evans, Lawrence A. Hamermesh, Luke W. Mette, Michael P. Maxwell, Patricia O. Vella, Scott B. Luftglass, Srinivas M. Raju, Tammy L. Mercer, Theodore N. Mirvis, William M. Lafferty
Recorded on: May. 9, 2019
PLI Program #: 253497

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


Andrew G. Gordon is a partner in the Litigation Department at Paul, Weiss, Rifkind, Wharton & Garrison, LLP. He has extensive experience litigating on behalf of plaintiffs and defendants in complex civil litigation matters. Andrew's litigation practice is concentrated on M&A litigation, including handling "material adverse change" litigations and shareholder class actions nationwide asserting breach of fiduciary duty and disclosure-related claims. Andrew also handles securities, intellectual property, bankruptcy, employment and other commercial disputes. An experienced trial lawyer, Andrew has conducted or participated in numerous trials in federal and state courts, bankruptcy courts and arbitration matters, including the landmark ruling on behalf of Fresenius SE & Co. Andrew was recently named an American Lawyer "Litigator of the Week" for his win on behalf of Citco Group in a major public pension fund investor suit in Louisiana. Andrew was also recommended by The Legal 500 in M&A Litigation: Defense.


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.


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.


Katherine Henderson is a partner in the San Francisco office of Wilson Sonsini Goodrich & Rosati. Her practice focuses on corporate governance, the navigation of corporate fiduciary duties, and the representation of companies and their officers and directors in stockholder class actions, derivative suits, and complex commercial litigation. Katherine specializes in conducting investigations on behalf of management, boards of directors, and special board or management committees; advising companies faced with stockholder litigation demands; and representing companies in stockholder actions and “busted deal” litigation.  She also advises with respect to directors’ and officers’ liability insurance coverage and indemnification issues.


Kimberly Evans is senior counsel at Grant & Eisenhofer, focusing her practice on appraisal rights, corporate governance, and complex litigation on behalf of institutional investor clients and other sophisticated stockholders.

Ms. Evans is an experienced trial lawyer who has litigated a number of complex matters before the Delaware Court of Chancery, including In re Dole Food Co. Stockholder Litigation and In re Dole Food Co. Appraisal Litigation, a stockholder class and appraisal litigation resulting in a damages award of $148 million, plus interest, following a nine-day trial.  The Dole litigation represents one of the largest recoveries in a non-derivative action in the history of the Delaware Chancery Court.

In addition to Dole, Ms. Evans has tried a number of cases before the Delaware Court of Chancery, including In re Appraisal of DFC Global, Corp. and In re Appraisal of PetSmart, Inc.  Most recently, Ms. Evans co-chaired the trial team litigating In re Appraisal of Jarden Corporation on behalf of petitioners asserting that the cash/stock deal consideration paid by Newell Rubbermaid to acquire the Company did not reflect fair value.  Ms. Evans served as co-lead of the trial team in presenting Petitioners’ case over the course of a 4-day trial, and presented closing arguments in November 2018.  Ms. Evans also has extensive experience in negotiating confidential appraisal settlements and has achieved successful results for appraisal clients prior to trial. 

Outside of appraisal litigation, Ms. Evans is an experienced advocate for stockholder rights and has litigated many stockholder class and derivative actions.  Ms. Evans is currently litigating In re McKesson Corp. Stockholder Derivative Litigation in the Northern District of California, In re Liberty Tax, Inc. Stockholder Litigation in Delaware Court of Chancery, and In re BGC Partners, Inc. Derivative Litigation in Delaware Chancery Court.  During her career, Ms. Evans also has played a significant role in a number of securities fraud class actions that have achieved substantial recoveries for classes of investors and on behalf of individual and institutional investors who have opted out of class actions to pursue individual suits. 

Prior to joining Grant & Eisenhofer, Ms. Evans worked as an associate at a well-known Philadelphia-area law firm, where she gained experience in the practice areas of securities, antitrust, and consumer protection class action litigation. She also previously worked as a paralegal in the Juvenile Division of the Philadelphia District Attorney’s Office.  In 2017, Ms. Evans was selected as one of the Legal 500 Next Generation Lawyers in the area of Plaintiff M&A Litigation.  Ms. Evans earned her J.D. from Temple University in 2007 and received a B.A. in chemistry and criminal justice from La Salle University in 2003.

Education:
Temple University, Beasley School of Law, J.D. (2007)
LaSalle University, B.A. (2003)

Admissions:
Delaware, Pennsylvania, New Jersey, U.S. District Court for the Eastern District of PA, U.S. District Court for the District of NJ


Luke W. Mette was named Chief Disciplinary Counsel for the Office of Disciplinary Counsel by the Delaware Supreme Court in January 2019. 

Mr. Mette has been a member of the Delaware Bar since 1988.  He clerked for U.S. District Court Judge Joseph J. Farnan, Jr., from 1988-1989, and then practiced law at the firm Morris, Nichols, Arsht & Tunnell from 1989-1994.  In 1994, Mr. Mette joined the law department of a company that became AstraZeneca, commencing a 21-year in-house career during which he held a number of legal, management and leadership roles, including Deputy General Counsel, Litigation.  Following a return to private practice as a partner in the Business Litigation Group at McCarter & English, Mr. Mette was appointed City Solicitor for the City of Wilmington in January 2017.  He has been an adjunct professor at Delaware Law School since 2018.    

Mr. Mette received his law degree from George Washington University in 1988 and his undergraduate degree from Haverford College in 1985.


Michael Maxwell is a partner in the firm's Business Group. He advises clients on matters of Delaware corporate and business law in transactions involving Delaware alternative entities and corporations, including investment and private equity fund transactions, fund formations, joint ventures, cross border transactions, mergers, acquisitions, asset sales and purchases, dissolutions and restructurings. He also represents both lenders and borrowers in a variety of commercial financing transactions, including asset-based financing, real estate mortgage financings and other credit related transactions. Mike also advises management, boards and special committees of Delaware entities on matters of operation and governance, including with respect to fiduciary duty and contractual interpretation issues. Mike provides legal opinions on issues of Delaware law in connection with the foregoing.


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.


Tammy L. Mercer is a partner in the Wilmington, DE headquarters of Young Conaway Stargatt & Taylor, LLP specializing in complex corporate and alternative entity litigation.

She serves as Chair of the American Bar Association’s LLCs, Partnerships and Unincorporated Entities Litigation Subcommittee and is a member of the Delaware State Bar Association Subcommittee on Alternative entities

Ms. Mercer graduated summa cum laude from the Villanova University Charles Widger School of Law and is a member of the Order of the Coif.

Ms. Mercer speaks frequently on topics related to alternative entity and Delaware law, having litigated many of the leading cases in this area.


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.


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.