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Delaware Law Developments 2021: What All Business Lawyers Need to Know


Speaker(s): Amy Simmerman, Brad D. Sorrels, Bradley R. Aronstam, Catherine G. Dearlove, Corinne Elise Amato, Elena C. Norman, Hal J. Leibowitz, Holly J. Gregory, Hon. Charles H. Toliver, IV, Hon. E. Norman Veasey, Hon. Tamika R. Montgomery-Reeves, Jessica Zeldin, Lawrence A. Hamermesh, Luke W. Mette, Michael A. Pittenger, Patricia O. Vella, Rory A. Leraris, Ryan A. McLeod, Scott B. Luftglass, Susan M. Hannigan, Tarik J. Haskins, Theodore N. Mirvis
Recorded on: May. 20, 2021
PLI Program #: 303974

Amy Simmerman is a partner in the Wilmington, Delaware, office of Wilson Sonsini Goodrich & Rosati.  Amy is a leader of the firm's Delaware office and governance practice, and she serves on the firm’s board of directors. Her practice focuses on providing advice on all aspects of Delaware corporate law and related corporate governance issues, including fiduciary duties, mergers and acquisitions, stockholder activism, corporate formation, stock issuances, preferred stock investments, and various statutory matters. Amy regularly represents special committees of boards of directors in mergers and acquisitions, internal investigations, and other matters, and she provides corporate advice in the context of governance litigation. Amy provides advice to a wide array of clients—including investors and public and private companies.  Her practice involves advising many companies and investors in the technology and life sciences industries, although Amy also advises across a variety of industries and sectors.

Amy frequently speaks and publishes on Delaware law and governance issues and has guest lectured at Harvard Law School, the University of Pennsylvania Law School, and UC Hastings College of the Law. Within Delaware, she has served on a committee of the Council of the Corporation Law Section of the Delaware State Bar Association to vet potential amendments to the Delaware General Corporation Law. Amy is also a member of the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania Law School.

Amy is a graduate of Georgetown University Law Center, Magna Cum Laude, Order of the Coif, and of the University of Pennsylvania, Summa Cum Laude.


Brad Sorrels is a partner in the Delaware office of Wilson Sonsini Goodrich & Rosati, PC. His practice focuses on corporate governance litigation and counseling.  Brad specializes in representing companies and their officers and directors in M&A litigation, stockholder class action and derivative litigation and complex commercial litigation in the Delaware Court of Chancery and appellate practice in the Supreme Court of the State of Delaware.  He also regularly advises public and private companies on aspects of Delaware corporate law and corporate governance.

Brad graduated from the University of Pennsylvania Law School.  Prior to joining Wilson Sonsini, Brad practiced for several years in the Delaware corporate law counseling and corporate and business litigation groups at Morris, Nichols, Arsht & Tunnell LLP in Wilmington, Delaware.


Catherine Dearlove is vice chair of the Corporate Department of Richards, Layton & Finger, Delaware’s largest law firm.  She has appeared as lead or co-counsel in many notable cases in the Delaware Court of Chancery and the Delaware Supreme Court.  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 Legal 500, The Lawdragon 500 Leading Lawyers in America, 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 and in the 2021 edition of Best Lawyers in America.  Ms. Amato is a frequent speaker on developments in Delaware law and corporate litigation.

Professional Activities:

  • Corporation Law Council of the Corporation Law Section of the Delaware State Bar Association
  • Delaware Supreme Court Rules Committee
  • American Bar Association, Business Law and Litigation Sections
  • Delaware State Bar Association and Section on Corporate Law
  • Richard S. Rodney American Inn of Court, Past Executive Committee Member and Secretary

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.)
  • Widener University School of Law (J.D.)

 

 


E. NORMAN VEASEY  is a former Chief Justice of the Delaware Supreme Court, having served a 12-year term from April 1992 through May 2004. After his retirement from the Supreme Court, he was a Senior Partner at Weil, Gotshal & Manges LLP, until the end of 2013.  He joined the Wilmington law firm of Gordon, Fournaris & Mammarella, P.A. (GFM) in January 2014.  At GFM, he serves as an arbitrator, mediator, special master, counsellor, expert witness, as well as providing other services in complex corporate, contract, and commercial transactions and litigation.

During his tenure as Chief Justice, and thereafter, the United States Chamber of Commerce ranked Delaware’s courts first in the nation for their fair, reasonable, and efficient litigation environment. Chief Justice Veasey has been credited with leading nationwide programs to restore professionalism to the practice of law and to adopt best practices in the running of America’s courts.

He was President of the Conference of Chief Justices, Chair of the board of the National Center for State Courts, Chair of the Section of Business Law of the American Bar Association (ABA), Chair of the ABA Special Commission on Evaluation of the Rules of Professional Conduct (Ethics 2000), Chair of the Committee on Corporate Laws of the ABA Section of Business Law, and President of the Delaware State Bar Association.

Chief Justice Veasey is the co-author, with Christine Di Guglielmo, of a book, published by Oxford University Press, on the challenges of modern-day corporate general counsel. The book is entitled, E. Norman Veasey & Christine T. Di Guglielmo, Indispensable Counsel: The Chief Legal Officer in the New Reality (2012). The Wall Street Journal called it “a field manual to aid [chief legal officers] with their new tasks.” (March 9, 2012)

He is a Fellow of the American College of Trial Lawyers (a member of the Alternative Dispute Resolution and Complex Litigation Committees); a Fellow and honorary founding Chair of the American College of Governance Counsel; included in Best Lawyers in America; a director of the Institute for Law and Economics at the University of Pennsylvania; a member of the American Law Institute; a member of the International Advisory Board of the Centre for Corporate Law and Securities Regulation; a frequent panelist and lecturer on the corporation law, corporate governance, ethics, and professionalism. 

He has served as an Adjunct Professor at various law schools where he has taught a course entitled, “The Real World of Ethical Corporate Lawyering,” a subject on which he has lectured at several law and business schools, including Cornell Law School and the Tuck School of Business at Dartmouth College. He has served as an Adjunct Professor teaching this course at the University of Pennsylvania Law School, New York University School of Law, the University of Virginia School of Law, Wake Forest University School of Law, Dedman School of Law of Southern Methodist University, and the Moritz School of Law of Ohio State University. He appears often as a writer and speaker on various topics including alternate dispute resolution, corporate governance, and professional responsibility.


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 life sciences, technology 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, Houghton Mifflin Harcourt, PerkinElmer, Progress Software, PTC Therapeutics 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.

 

 


Holly Gregory is co-chair of Sidley Austin LLP’s global Corporate Governance and Executive Compensation practice, and also co-leads its ESG team.  She counsels publicly held, private and not-for-profit corporations on the full range of governance issues. While most of the matters she works on are highly confidential, high-profile matters that are in the public record include advising the Business Roundtable on its 2019 Statement on the Purpose of the Corporation, advising on governance and accountability mechanisms of the Internet Corporation for Assigned Names and Numbers (ICANN) to replace U.S. government oversight, and advising the Board of The Pennsylvania State University on governance reforms.

Holly played a key role in drafting the OECD Principles of Corporate Governance and has advised the Internal Market Directorate of the European Commission on corporate governance regulation, and the joint OECD/World Bank Global Corporate Governance Forum on governance policy for developing and emerging markets. She also drafted the National Association of Corporate Directors (NACD) Key Agreed Principles of Corporate Governance.

Holly is a founding trustee and President of The American College of Governance Counsel, and is a member of The American Law Institute.  She served as chair of the American Bar Association’s (ABA) Corporate Governance Committee, and currently serves on the ABA Business Law Section Council. She has taught as an adjunct professor at Columbia Business School and has been a member of multiple NACD Blue Ribbon Commissions.

In addition to her legal practice and policy efforts, Holly has lectured extensively on governance topics and writes the governance column for Practical Law: The Journal. A summa cum laude graduate of New York Law School, she clerked for the Honorable Roger J. Miner, United States Court of Appeals for the Second Circuit. Holly is widely recognized for her work, including as: among the “100 Most Influential Players in Corporate Governance” (NACD/Directorship 100), Directorship Magazine, 2020 and all prior years (14 years total); a “Leading Practitioner in Corporate Governance” in the International Who’s Who of Corporate Governance Lawyers, 2019 and prior years; and a “Thought Leader” in the Who’s Who Legal: Thought Leaders – M&A and Governance 2019.


Jessica Zeldin, a partner of Andrews & Springer LLC, has over twenty-five years of experience litigating corporate and commercial matters. Her practice focuses primarily on representing investors’ interests. She has worked on behalf of minority stockholders and unitholders of master limited partnerships (“MLP”) 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, as well as breach of contract disputes. Although she appears most often in the Delaware Court of Chancery, Jessica has practiced before all of the Courts in Delaware.

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

  • Securing victory on motion to dismiss MLP case in Delaware Supreme Court that paved the way for a more than $100 million valuation of claims in merger negotiations. Brinckerhoff. v. Enbridge Energy Co., 159 A.3d 242 (Del. 2017).

  • Obtaining a post-trial decision that the general partner of an MLP breached its contractual duties by failing to form a subjective belief that a drop-down transaction was in the best interests of the MLP. The Court found the general partner liable for $171 million (prior to reversing based on standing grounds as a result of a merger that occurred after trial). In re El Paso Pipeline Partners, L.P. Deriv. Litig., 2015 WL 1815846 (Del. Ch. Apr. 20, 2015), reversed on standing grounds, El Paso Pipeline GP Company, L.L.C. v. Brinckerhoff, 152 A.3d 1248 (Del. 2016).

  • Obtaining the largest Delaware settlement in a state law insider trading-related case ($39 million) and helping to shape 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).

  • 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 judgment after trial finding that defendants were “corrupt” in their treatment of stockholders. 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 called a “landmark” corporate decision. Gantler v. Stephens, 965 A.2d 695 (Del. 2009).

Jessica is a current member of the Court of Chancery Rules Committee and the Vice Chair of the Board of Professional Responsibility.  She is a past Treasurer and Secretary of the Delaware State Bar Association (“DSBA”), and is a past President of the DSBA’s Women and Law Section.  She is frequent lecturer on Delaware corporate and alternative entity law topics, and has presented as a panel member at various PLI seminars, Northwestern University’s Annual Securities Regulation Institute, and DSBA’s Recent Developments in Delaware Corporate Law.

In both 2020 and 2019, Jessica was named by Lawdragon as one of the “Top 500 Leading Plaintiff Lawyers” in the U.S.   In 2020, Chambers & Partners USA also recognized Jessica as one of the top plaintiff attorneys to practice in the Delaware Court of Chancery. 

Prior to joining Andrews & Springer LLC, Jessica practiced with Rosenthal, Monhait & Goddess, P.A, and Morris, Nichols, Arsht & Tunnel LLP.  She is a graduate of Northwestern University (B.A. 1992), Washington University (M.A. East Asian Studies, 1995), and Washington University School of Law (J.D. Order of the Coif, 1995).


Luke W. Mette is a partner in the Wilmington, Delaware office of Armstrong Teasdale LLP.

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

Mr. Mette and his wife, Jacqueline Paradee Mette, have two adult children.


Rory A. Leraris is a partner in Cravath’s Litigation Department.  She focuses on M&A, securities, derivative and antitrust litigation, and other complex commercial disputes, and she regularly litigates complex matters in Delaware courts, in particular in the Delaware Court of Chancery. 

Some of her current and recent matters litigated in this jurisdiction include representing Buckeye Partners and its officers and directors in putative securities class action litigation in Delaware federal court relating to Buckeye’s $10.3 billion merger with IFM Global Infrastructure Fund; Palantir Technologies in multiple actions, including two shareholder actions seeking inspection of Palantir’s books and records; First Citizens BancShares and its board of directors in obtaining a precedent-setting victory in actions that challenged First Citizens BancShares’s merger with First Citizens Bancorporation; and members of the special transaction committee of Viacom, Inc.’s board of directors in consolidated putative class action litigation. 

Ms. Leraris was named a Law360 “Rising Star” for Competition in 2019.  She also received Euromoney Legal Media Group’s 2019 Americas Rising Star Award for “Best in Antitrust/Competition,” as well as a “Case of the Year” award in recognition of her work on behalf of American Express in Ohio v. American Express.  Ms. Leraris has repeatedly been named by Benchmark Litigation as a “Future Star” and included on its “40 and Under Hot List.”  She has also been recognized by The Legal 500 US for her work in antitrust, general commercial and M&A litigation, and by Super Lawyers for her litigation work.

She received a B.A. magna cum laude in Psychology and Sociology from Amherst College in 2003, and a J.D. from the University of Chicago Law School in 2008.  Ms. Leraris joined Cravath in 2008 and was elected a partner in 2016.

 


Ryan A. McLeod is a Partner in Wachtell, Lipton, Rosen & Katz's Litigation Department.  His practice focuses on representing corporations and directors in litigation involving mergers and acquisitions, proxy contests, corporate governance disputes, and class and derivative actions involving allegations of breach of fiduciary duty.  Ryan is also Lecturer in Law at Columbia Law School, where he teaches a seminar on corporate litigation, and he has guest lectured on corporate law at the Duke University School of Law, NYU Law School, and Harvard Law School.  He is admitted to practice in New York and Delaware.

Ryan has significant experience litigating corporate matters in the Delaware Court of Chancery, the Delaware Supreme Court, and other courts around the country.  Representative actions include the landmark defense victory in Corwin v. KKR Financial, the successful defense of Sothebys’ stockholder rights plan against an activist investor attack in Third Point LLC v. Ruprecht, and the validation of exclusive forum bylaws in Boilermakers Local 154 Ret. Fund v. Chevron.

Ryan received his B.A. in Latin and English summa cum laude from Ursinus College in 2004, where he was elected to Phi Beta Kappa.  He received his J.D. magna cum laude from the Duke University School of Law, where he was elected to the Order of the Coif and was awarded the Faculty Prize for Achievement in Business Law and Finance.  Upon graduation from law school, Ryan clerked for the Honorable William B. Chandler III, the former Chancellor of the Delaware Court of Chancery. 


Scott B. Luftglass is the Co-Head of Fried Frank’s Securities and Shareholder Litigation Practice. His practice focuses on representing corporations, boards of directors, special committees, financial advisors, senior management, and private equity funds in connection with securities litigation, corporate governance matters, significant corporate transactions, hostile and friendly takeovers, shareholder and derivative litigation, activism defense, and crisis management. Mr. Luftglass also has extensive experience litigating matters under the federal securities laws, including 10b-5 stock-drop litigation.

Mr. Luftglass has represented clients in more than 200 public company mergers and acquisitions transactions (and related litigation) across a wide range of industries.  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. 

Mr. Luftglass is a frequent speaker and participant at conferences and panels focused on mergers and acquisitions, corporate governance, and the federal securities laws. He has been a regular panelist at the Tulane University Law School Annual Corporate Law Institute, Harvard Law School Corporate Governance Roundtable, and PLI's Delaware Law Developments Seminar. He has also been 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.



Susan Hannigan focuses primarily on litigation in the Delaware Court of Chancery and the Delaware Supreme Court involving corporate governance, corporate control, fiduciary duties, contractual disputes, and other commercial disputes. While in law school, Susan was a member of the Villanova Sports and Entertainment Law Journal and interned at the United States Attorney’s Office for the District of Delaware.

Publications
"Conclusive Presumption of Good Faith in MLR Agreements," Delaware Business Court Insider, July 3, 2013

Presentations
"Delaware Corporate Law Video," March 8, 2018

Awards
Super Lawyers, 2019, 2018, 2017

Leadership
Delaware State Bar Association American Bar Association

Education
J.D., cum laude, Villanova University School of Law, Order of the Coif, 2009 B.A., summa cum laude, Loyola College in Maryland, 2004

Admitted to Practice
Delaware, 2009 District of Delaware, 2010

Clerkships
The Honorable Joseph J. Farnan, Jr., United States District Court for the District of Delaware, 2009-2010

 


The Honorable Tamika R. Montgomery-Reeves was sworn in as a Justice of the Supreme Court of Delaware on December 5, 2019.  Justice Montgomery-Reeves served as a Vice Chancellor of the Delaware Court of Chancery from November 2015 to November 2019.  

Prior to her appointment, Justice 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, Justice Montgomery-Reeves practiced in the securities and corporate governance department of Weil, Gotshal & Manges LLP in New York. 

Justice Montgomery-Reeves serves as a member of the Delaware Community Foundation board of directors.  Justice Montgomery-Reeves has served as a member of the Mother Teresa House, Inc. board of directors and has served as a sub-committee member of the Delaware Access to Justice Commission.  Justice Montgomery-Reeves received recognition for her pro bono contribution to the Prisoners’ Rights Project.

Justice Montgomery-Reeves received her undergraduate degree in 2003 from the University of Mississippi and her law degree in 2006 from the University of Georgia School of Law.  Justice Montgomery-Reeves served as a law clerk for Chancellor William B. Chandler of the Delaware Court of Chancery.


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 and the Planning Committee of the Tulane Corporate Law Institute.

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.


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 recognized Brad as a leading Court of Chancery practitioner each of the last nine years.  Most recently, Chambers USA 2020 recognized Brad for his “excellent knowledge of Delaware law,” “great practical judgment and invaluable experience.”  Chambers has recognized Brad "for his work advising special committees" as well.  In addition to Chambers, Brad is named in Benchmark Litigation and The Legal 500 US.  Brad is also a Fellow of the Litigation Counsel of America.

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 AMC Entertainment; American International Group; Ascent Capital Group; Capital One Financial; Google; Insys Therapeutics; Providence Service Corporation; Sanderson Farms; and Walmart, 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.  


Charles H. Toliver is a former two-term Judge of the Delaware Superior Court, having been appointed in 1990 as an Associate Judge by Governor Michael N. Castle, and reappointed in 2002 in that capacity by Governor Thomas R. Carper. During his 24 years on the bench, Judge Toliver presided over numerous significant civil and criminal cases. As a member of Morris James’ Alternative Dispute Resolution Practice, Judge Toliver focuses his practice on civil, corporate and domestic relations mediation, arbitration and case analysis.

Judge Toliver formerly served as Assistant City Solicitor for the City of Wilmington from 1975 to 1978. From 1978 until his appointment to the Superior Court, he was engaged in the private practice of law with Leonard L. Williams & Associates and Biggs & Battaglia, both in Wilmington. Judge Toliver has also served as an instructor at the University of Delaware and Delaware State University.

He is a member of the Board of Directors of the Lincoln Club of Delaware and the Greater Wilmington Convention and Visitors Bureau. Judge Toliver is also a member of the Board of Trustees, Wesley College; Board of Directors, Eastside Charter School and Family Foundation Academy; Board of Directors for Brandywine Counseling; and Board of Director’s at Sojourner’s Place.  He is also a former Chairman of the Wilmington Housing Authority and has served as a member of the Delaware Public Employment Relations Board, the Delaware Violent Crimes Compensation Board, the Wilmington Pension Arbitration Board, and St. Anthony's Community Center. In 2003, Judge Toliver was appointed as one of the two representatives from the State of Delaware on the Brown v. Board of Education 50th Anniversary National Commission by President Bush. Before being appointed to the Delaware Superior Court, he served as Treasurer and Assistant Treasurer of the Delaware State Bar Association and as an associate member of the Board on Professional Responsibility of the Delaware Supreme Court.


Mike advises clients regarding all aspects of the Delaware General Corporation Law and the governance of Delaware corporations.  He routinely counsels corporations, directors, and board committees regarding transactions such as mergers, recapitalizations, reorganizations, asset sales, dividends, stock repurchases, charter and bylaw amendments, preferred stock designations, and dissolutions.  Mike also authors opinion letters on a wide range of Delaware corporate law matters.

Mike’s corporate litigation practice involves the representation of corporations, directors, and stockholders in fiduciary duty litigation, M&A and corporate takeover litigation, and statutory proceedings under the Delaware General Corporation Law.  He is the co-author of Corporate and Commercial Practice in the Delaware Court of Chancery (Lexis Law Publishing), a leading resource on Delaware corporate litigation practice. 

Mike is the Practice Group Leader for Potter Anderson’s Transactional and Corporate Counseling practice. 

 


Ms. Norman, the former 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. She 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. She is Co-Chair of the Subcommittee on Acquisitions of Public Companies of the M&A Committee. She was a member of the Corporate Laws Committee (2014-2020) and served as Co-Chair of the MBCA Implementation and Outreach Subcommittee of the Corporate Laws Committee. She also served as Co-Chair of the Joint Task Force on Governance Issues in Business Combinations (2011-2018). 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 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. She also serves as Co-Chair of Practising Law Institute’s Mergers & Acquisitions conference.

Prior to joining Morris Nichols, Patricia served as law clerk to The Honorable Randy J. Holland of the Supreme Court of the State of Delaware. She received her JD, 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 BS, magna cum laude, in 1992.


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 was 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) from 2013 to 2020, 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: A Babe in the Woods: An Essay on Kirby Lumber and the Evolution of Corporate Law, 45 Del. J. Corp. L. 125 (2020); 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).

 


Tarik’s practice covers a range of commercial transactions including mergers and acquisitions, secured financings, joint ventures, securitization and business counseling.

Tarik also provides alternative-entity related advice in the context of transaction and alternative entity litigation.

Tarik also focuses on organizational and operational issues related to limited liability companies, limited partnerships and statutory trusts. In addition, he regularly represents sponsors and conflicts committees of master limited partnerships (MLPs).

He is involved in the preparation of third-party legal opinions in connection with a range of transactional matters, and he regularly counsels other attorneys domestically and internationally on matters relating to Delaware partnerships, limited liability companies and statutory trusts.

Tarik is a member of the Delaware State Bar Association (DSBA) Statutory Trust Committee, responsible for updating the Delaware Statutory Trust Act.

Tarik is a frequent presenter and writer on issues relating to Delaware alternative entity law and secured transactions.  He also serves as a member of the Editorial Board of Business Law Today, the ABA Business Law Section’s monthly business law publication.

Tarik also serves on the Morris Nichols Executive Committee and Lawyer Development Committee and he chairs the firm’s Diversity Committee.

CLERKSHIPS
Law Clerk to the Honorable E. Norman Veasey, Chief Justice, Delaware Supreme Court, 2003-2004

EDUCATION
University of Cincinnati College of Law, JD, 2003
University of Cincinnati Law Review, Editor-in-Chief
Clark-Atlanta University, BA, 1998

ADMISSIONS
Delaware, 2003

HONORS AND RECOGNITIONS
Chambers USA: Guide to America’s Leading Lawyers, ranked in Delaware M&A and alternative entities, 2019-present

The Legal 500 US, mentioned in M&A commercial, 2019

PROFESSIONAL AND CIVIC
American Bar Association (Business Law Section, Secured Lending Subcommittee of the Commercial Finance Committee (Former Chair),  Business Law Today (Managing Editor), Committee on Mergers and Acquisitions, Revised Model Asset Purchase Agreement Task Force, Joint Task Force on Security Interest in LLC and Other Unincorporated Entity Interest)

American Bar Foundation (Fellow)

Delaware Council of Development Finance

Delaware State Bar Association (Statutory Trust Committee and Uniform Commercial Code Subcommittee)