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Delaware Law Developments 2012: What All Business Lawyers Need to Know


Speaker(s): Allison L. Land, Anne C. Foster, Donald J. Wolfe, Jr., Edward P. Welch, Elizabeth M. McGeever, Gregory P. Williams, Hon. J. Travis Laster, Hon. Jack B. Jacobs, Jane D. Goldstein, Justin G. Hamill, Lewis T. LeClair, Lynn K. Neuner, Mark Lebovitch, Matthew J. O'Toole, Melissa K. Stubenberg, Pamela S. Tikellis, Peter D. Lyons, Prof. Brian JM Quinn, Prof. John C. Coates, Richard E. Climan, Stephen P. Lamb, Stuart M. Grant, Theodore N. Mirvis, William M. Lafferty
Recorded on: Jun. 12, 2012
PLI Program #: 35197

Allison Land has a diverse corporate practice, concentrating in the areas of mergers and acquisitions, securities, and Delaware corporate and alternative entity law.

In mergers and acquisitions, Ms. Land has represented clients in both public and private transactions, including mergers, leveraged buyouts, sales and acquisitions of subsidiaries and divisions, joint ventures, recapitalizations, spin-offs, and asset sales in connection with bankruptcy proceedings. She has represented Wilmington Trust Corporation in its acquisition by M&T Bank; Korea Zinc in its acquisition of the Pachapaqui zinc mine; and Residential Capital, LLC in the sale of several businesses and asset portfolios.

In securities transactions, Ms. Land has counseled clients in a broad range of matters, including Citigroup Inc. with corporate advice in connection with exchange offers with holders of trust preferred securities; PGT, Inc. in its initial public offering; and Builders FirstSource, Inc. in its initial public offering, the issuance of senior secured notes in a Rule 144A transaction and a registered exchange offer.

Ms. Land also has advised a number of equity sponsors and asset management firms in a variety of matters, including acquisitions, internal governance, and debt and equity securities offerings. She represented JLL Partners, Inc. and Warburg Pincus LLC in connection with a rights offering and debt exchange for Builders FirstSource, Inc.

Ms. Land advises clients in all areas of Delaware corporate and alternative entity law, focusing on Delaware laws governing limited liability companies and limited partnerships. She has counseled clients on the use of Delaware alternative entities in connection with equity investment funds, asset securitizations, acquisitions, reorganizations, initial public offerings and as issuers of securities in Rule 144A offerings. Ms. Land serves on the Council of the Delaware Corporation Law Section of the Delaware State Bar Association and the Alternative Entity subcommittee of the Corporation Law Council, which is responsible for reviewing and recommending revisions to
the Delaware Limited Liability Company Act, Limited Partnership Act and General Partnership Act.

Ms. Land was selected for inclusion in The Best Lawyers in America 2011-2012.


Brian JM Quinn joined Boston College Law School in 2008. He teaches Corporations, Mergers & Acquisitions, and Deals. Prof. Quinn's research focuses on corporate law, the structuring of transactions, and private ordering. Prof. Quinn comes to the law school from Stanford Law School where he was the Teaching Fellow for Corporate Governance & Practice. Prior to his position at Stanford, Prof. Quinn was in private practice with Cooley Godward in Palo Alto, where he represented public and private technology clients in merger and acquisitions transactions. Prof. Quinn's writing on the corporate law has appeared in a number of journals including the UC Davis Law Review, the Delaware Journal of Corporate Law and the Journal of Corporation Law. Prof. Quinn also blogs on legal developments in corporate governance and mergers & acquisitions at the M&A Law Prof Blog. Prof. Quinn has received numerous awards for his teaching including the 2011 Professor Emil Slizewski Award for Faculty Excellence, and the 2012 Award for Innovative Instructional Design.


Lew LeClair has been a trial lawyer for more than 35 years with a focus on commercial and intellectual property litigation on both the plaintiff and defense side. He is Board Certified in Civil Trial Law by the Texas Board of Legal Specialization.

Lew has been recognized by a number of organizations during his career, including Chambers USA, a global organization that evaluates lawyers for business, which ranked him in commercial litigation for 2006, describing him as "exceptionally talented and experienced." Other notable recognition includes a listing in LawDragon’s national 2006 listing for "500 Leading Plaintiffs  awyers" and special recognition in the 2006 Dallas Business Journal listing of 15 leading business defense lawyers.

Representative Matters

  • Enron Creditors Committee and Enron Creditors Recovery Corporation. Served as lead litigation counsel for the Creditors Committee in Official Committee of Unsecured Committee v. Fastow, et. al., and in multi-district proceedings in Houston involving claims arising from the Enron Corp. bankruptcy. This litigation, one of the largest, if not the largest in American judicial history, involved massive discovery and multiple claims and parties. Successfully resolved numerous claims and suits brought on behalf of the bankruptcy estate against various defendants connected with the financial collapse of Enron.
  • Options Backdating Litigation -Serving as lead counsel for certain officers and directors defendants in connection with several pending cases alleging that options of a public company were improperly backdated.
  • Parrish, et. al. v. NFL Players, Inc. Serving as co-lead counsel in nationwide class action relating to sharing of licensing income with retired professional football players.
  • Securities Litigation - Lew has served as counsel in a significant number of securites cases, including merger and acquisition, Ponzi scheme, and failed investment cases. He has also tried two matters in the Delaware Chancery Court and resolved numerous other matters in that court.

EDUCATION
J.D., University of Texas School of Law, with high honors, 1976.
   Law Review, Chancellors, Teaching Quiz Master
B.B.A., Accounting, with honors, University of Texas at Austin, 1973


COURT ADMISSION
State of Texas
State of California
The U.S. District Courts for the Northern, Southern, Western and Eastern Districts of Texas
The U.S. District Courts for the Central and Southern Districts of California
The U.S. Court of Appeals for the Fifth Circuit


BAR ASSOCIATION
Texas Bar Foundation


Lynn K. Neuner is a member of Simpson Thacher's Litigation Department.  Her trial and litigation experience covers several areas such as securities and mergers litigation, complex commercial matters, insurance coverage disputes, and Lanham Act and false advertising matters.  She litigates in federal and state court and appears regularly before the NAD and the Networks on false advertising challenges.  She has tried a deci-million dollar commercial dispute on behalf of Ingersoll-Rand Company, a centi-million dollar insurance coverage action on behalf of Travelers Casualty and Surety Company, and a multi-million dollar personal injury case on behalf of New York City.  She currently represents Pfizer in several securities and ERISA stock drop cases involving Celebrex, Bextra and Pristiq. 

Ms. Neuner joined Simpson Thacher & Bartlett LLP in 1994.  She received her J.D. in 1992 from Yale Law School, where she served as Co-Editor-in-Chief of the Yale Journal on Regulation and the Director of the Thomas Swan Barristers' Union. She received her B.A., summa cum laude, from Williams College in 1989. In 1992-93, she clerked for the Honorable H. Lee Sarokin of the United States District Court for the District of New Jersey, and in 1993-94 she clerked for the Honorable John M. Walker, Jr. of the United States Court of Appeals for the Second Circuit. 

Ms. Neuner is a former Chair of the Executive Committee of the Association of the Bar of the City of New York. She is Chair of the Board of Directors for the Yale Law School Alumni Fund.  She is a former Panel Chair of the Departmental Disciplinary Committee for the First Judicial Department in New York.

The American Lawyer named Ms. Neuner one of the nation's top "45 Under 45" women attorneys in the country in January 2011. In January 2007, The American Lawyer named Ms. Neuner one of the nation's top litigation "rising stars" in its article on "The Young Litigators Fab Fifty."  She was also featured as a "Future Star" for litigation in New York in the 2012 Euromoney Benchmark Litigation survey.  She was a David Rockefeller Fellow from 2007-2008. Ms. Neuner is also named in the 2008, 2009, 2010 and 2011 issues of the New York Super Lawyers - Metro Edition and in the 2008 issue of Lawdragon 500 Leading Lawyers in America.


MELISSA K. STUBENBERG has extensive experience in various matters involving Delaware limited liability companies and partnerships. A director in the fi rm’s Limited Liability Company and Partnership Advisory Group, her practice focuses on rendering advice as to matters of Delaware state law with respect to the formation, operation and dissolution of Delaware limited liability companies and partnerships.

Since beginning her Delaware practice in 1999, Melissa has worked on a wide variety of transactions, including securitizations, mergers and acquisitions, hedge funds and private equity funds, dissolution/winding-up, reorganizations and joint ventures. Her practice involves, among other things, analyzing fi duciary duty and contractual interpretation issues for her clients, drafting various agreements, deal structuring, rendering legal opinions and giving support in litigation matters relating to Delaware limited liability companies and partnerships. Melissa has worked on numerous cutting edge transactions, including utilizing series partnerships and limited liability companies.

Many Fortune 500 companies and their subsidiaries and some of the world’s largest fi nancial institutions, private equity funds and hedge funds are among Melissa’s clients. She has been involved as Delaware counsel on many highprofile private deal restructurings and management buyouts.

Melissa is active in the fi rm’s pro bono program. She is also an avid equestrian.


Professional and Community Activities

  • Member, Delaware State Bar Association
  • Member, American Bar Association

Education
  • J.D., with honors, George Washington University Law School, 1998
  • B.A., cum laude, Mount Holyoke College, 1993

Admitted to Practice
  • Delaware, 1999
  • Maryland, 1998


Elizabeth M. McGeever


Education: B.A., University of Connecticut; J.D., Villanova University

Government and Public Service: 

Attorney, Division of Enforcement, Securities and Exchange Commission, 1986-1988; Delaware Judicial Nominating Commission (Gubernatorial Appointment), 2001-2008; Delaware Supreme Court Board of Professional Responsibility (Court Appointment), 1999-2007, Chair 2004- 2007; Court of Chancery Rules Committee, 1998-present; Commission on Major Commercial Litigation Reform (Gubernatorial Appointment), 1994-1995.


Memberships: 

Delaware State Bar Association: President (2007-2008); President-Elect (2006-2007); Vice President-At-Large (2005-2006); Executive Committee, 2003-present; Corporation Law Council, 1990-1999; Minority Tutorial Bar Review Course (Mentor), 1997-2001; Women in the Law Section, 1981-present (Chair 1984); Awards Nomination Committee, 1998-2007; Ethics Committee, 1988-1999.

American Bar Association: Section of Litigation:  Council (2004-2007); Co-Director of Divisions, 2003-2004; Diversity Implementation Committee, 2002-2003; Co-Director of Division IV (Procedural Committees), 2001-2002; Co-Director of Division V (Substantive Committees), 1999-2000; Co-Chair, Committee on Class Actions and Derivative Suits, 1995-1998; Section of Business Law.


John C. Coates IV joined the faculty in 1997 after private practice at the New York law firm of Wachtell, Lipton, Rosen & Katz, where he was a partner specializing in mergers and acquisitions, corporate and securities law, and the regulation of financial institutions, including mutual funds.

He teaches courses on Mergers & Acquisitions, Financial Institutions Regulation, Contracts, Corporations, and the The Legal Profession.

He was promoted to Professor in 2001, and was named the John F. Cogan Jr. Professor of Law and Economics in 2006.

He is a frequent panelist and speaker on M&A and financial institution regulation, and a consultant to the SEC, law firms, mutual funds, hedge funds, and other participants in the M&A and capital markets. 

He is a member of the American Law Institute. He is the author of numerous articles on corporate, securities, and financial institution law, and for seven years co-authored the leading annual survey of developments in financial institution M&A. 

His current research at Harvard includes empirical studies of the purchasing of legal services by S&P 500 companies, the regulation and taxation of mutual funds, the causes and consequences of the completion or failure of M&A transactions, and the causes and consequences effects of CEO and CLO turnover.


Justin Hamill

A partner in the Corporate Department, Justin G. Hamill is a member of the Mergers & Acquisitions Group and the Private Equity Group.

EXPERIENCE
Justin  advises a diverse range of clients, including public and private companies, investment funds and financial institutions, in negotiated and contested M&A transactions, leveraged buy-outs, joint ventures, public and private investments and restructuring transactions. He  has substantial experience across a broad array of industries, including media and entertainment, technology, financial services, consumer products, health care and real estate.

Some of his recent representations include:

  • Warner Music Group (NYSE: WMG), in connection with its sale to Access Industries for approximately $3.3 billion. ("M&A Deal of the Year," The Deal Magazine, January 2012).;
  • RSC Holdings, Inc. (NYSE: RRR), in connection with its sale to United Rentals, Inc. (NYSE: URI) for approximately $4.2 billion;
  • Great Wolf Resorts (NYSE: WOLF), in connection with its sale to an affiliate of Apollo Global Management, LLC for approximately $800m;
  • Emdeon Inc. (NYSE: EM), in connection with its sale to Blackstone for approximately $3 billion; and
  • TPG Capital, Oaktree Capital Management and JH Investments, in connection with their acquisition of Taylor Morrison/Monarch Homes for approximately $1.2 billion.

EDUCATION
J.D., Boston College Law School, 2003, cum laude
B.A., Dartmouth College, 2000


Richard E. Climan is a partner in the Mergers & Acquisitions practice group in Weil's Silicon Valley office, where he focuses his practice on negotiating and advising clients on all types of acquisition transactions and related matters, including mergers, divestitures, tender offers, defensive strategies, going-private transactions, hostile takeovers, proxy contests, leveraged buy-outs and cross-border transactions. He has handled some of the most prominent acquisitions in the technology and life sciences sectors over the past decade.

Among the recent matters handled by Mr. Climan are:

  • Illumina's successful defense of Roche's $6.2 billion hostile takeover attempt
  • the sale of the Los Angeles Dodgers to a buyout group led by Guggenheim Partners and Magic Johnson for more than $2 billion
  • the purchase by Synopsys of Magma Design Automation for more than $500 million
  • the sale of Blackboard, Inc. to a private equity group led by Providence Equity Partners for more than $1.6 billion
  • Dell's acquisition of Compellent Technologies for approximately $1 billion
  • Gilead Sciences' acquisition of CV Therapeutics for approximately $1.4 billion

Mr. Climan has been an active member of the Committee on M&A, an international committee of the American Bar Association's Section of Business Law with more than 4,000 members, for more than 20 years, serving as Chair from 2002 to 2006 and currently as a member of the Committee's Executive Council. He is also co-chair of the ABA task force responsible for preparing and publishing the Dealmakers' Dictionary of M&A terminology and, in addition, Mr. Climan has been appointed to serve on the ABA Committee on Corporate Laws.

Mr. Climan is highly regarded in his field by leading directories and surveys, and was included in The National Law Journal's most recent list of the 100 most influential lawyers in America. In 2011, he was named one of the ten most highly regarded M&A lawyers in the world by the International Who's Who of Merger and Acquisition Lawyers, and Euromoney's Legal Media Group named him one of America's top 25 preeminent M&A practitioners. Also in 2011, Mr. Climan was one of ten "legal innovators" profiled by the Financial Times, and he was named one of the top 100 lawyers in California by the Daily Journal in 2010 and 2011. Mr. Climan is included in The Best Lawyers in America; the Chambers Global Guide to the World's Leading Lawyers; and The International Who's Who of Corporate Governance Lawyers.

Mr. Climan is a frequent speaker and lecturer on M&A-related topics. As a member of the adjunct faculty at UCLA School of Law, Mr. Climan has co-taught, with Chancellor Leo Strine of the Delaware Court of Chancery, a course entitled "Real World M&A." He is the Chair of the Corporate Counsel Center of Northwestern Law School's annual Securities Regulation Institute, and co-chairs the American Bar Association's annual National Institute on Negotiating Business Acquisitions.

Other programs on M&A issues that Mr. Climan has co-chaired include:

  • "The West Coast Technology M&A Forum" (presented in Northern California by Law Seminars International)
  • "The International Institute on Mergers & Acquisitions" (presented in Paris by the American Bar Association
  • "Technology Mergers & Acquisitions Institute" (presented in New York and Silicon Valley by Glasser LegalWorks')
  • "Doing Deals" (presented in San Francisco by the Practising Law Institute)
     

Mr. Climan's other past speaking engagements include: the Tulane Corporate Law Institute in New Orleans; the Institute on Corporate, Securities, and Related Aspects of Mergers and Acquisitions in New York City; the Corporate Counsel Institute in Chicago and San Francisco; the University of Texas Mergers and Acquisitions Institute in Dallas and Houston; the Asia M&A Forum in Hong Kong; and the University of Texas Technology Law Conference in Austin; and at M&A related presentations at Harvard, Columbia, Stanford and the University of Virginia Law Schools. Mr. Climan has lectured to the staff of the Securities and Exchange Commission on public company acquisitions, and has appeared as a commentator on CNBC's nationally broadcast "Squawk Box" program and on Bloomberg News.
In addition to his experience in the acquisitions arena, Mr. Climan has experience in corporate finance, securities, corporate governance, joint ventures and general corporate matters. He is a member of the Program Advisory Board of the Harvard Law School Forum on Corporate Governance and Financial Regulation and is also a member of the Fellows of the American Bar Foundation.

Bar Admissions
 California State

Education
 Harvard University (A.B., cum laude, 1974); Harvard Law School (J.D., cum laude, 1977)


Donald J. Wolfe, Jr. is a partner and the former Chair of the Wilmington, Delaware law firm of Potter Anderson & Corroon LLP. His practice concentrates on corporate litigation in Delaware’s Court of Chancery and includes the counseling of boards of directors and special board committees of Delaware corporations with respect to fiduciary duty responsibilities and issues of internal corporate governance. He has litigated many of the most significant corporate decisions issued by the Delaware courts over the course of the past 30 years.

A frequent lecturer at seminars and symposia around the country, Mr. Wolfe is also co-author of Corporate and Commercial Practice in the Delaware Court of Chancery (Lexis Law Publishing), an annually updated treatise on litigation practice in the Delaware Court of Chancery that is widely acknowledged as a leading resource on corporate litigation practice in that unique tribunal. He is a member of the Board of Advisors of the University of Pennsylvania Institute of Law and Economics. He is a former Chairman of the Delaware Board of Bar Examiners of the Delaware Supreme Court. He is a Fellow of The American College of Trial Lawyers and a Fellow of the American Bar Foundation. He has been included among The Lawdragon 500 Leading Lawyers in America, and The Best Lawyers in America in the areas of Corporate Law, Commercial Litigation and Bet-the-Company Litigation.

 


Ed Welch is a partner at Skadden, Arps, Slate, Meagher & Flom LLP. His practice includes corporate and securities law, with an emphasis on mergers and acquisitions. He frequently litigates in the Delaware Court of Chancery, the Delaware Supreme Court, and other courts throughout the country. He is co-author of Folk on the Delaware Corporation Law and Mergers & Acquisitions, Deal Litigation Under Delaware Corporation Law.


 


Jane Goldstein is co-head of Ropes & Gray’s mergers & acquisitions group and co-managing partner of the Boston office, maintaining offices in both New York and Boston. She is also co-head of the firm’s technology, media & telecommunications group and head of the retail & consumer brands industry group.

Jane advises a wide range of public and private companies and their boards of directors with respect to corporate governance, securities regulation and general legal matters, and frequently represents investment banking firms serving in financial advisory roles. She also has extensive experience counseling U.S. companies in the retail and consumer products industry. Representative clients include Adidas AG, Michaels Stores, Oscar de la Renta Ltd., Castanea Partners, General Catalyst, Charlesbank Capital, and Joseph Altuzarra.

Jane regularly participates as a guest speaker and panelist at industry events and is on the New York Bar Association Committee on Mergers, Acquisitions & Corporate Control Contests. Jane is also the Chair of the Board of Trustees of Green Mountain Valley School, Waitsfield, Vermont.  Jane has received recognition from various legal ranking publications, including IFLR 1000, Chambers, The Best Lawyers in America and Legal 500

Jane received her JD, magna cum laude, Boston University School of Law, 1989; Editor-in-Chief, Annual Review of Banking Law and BA (French Language and Literature), magna cum laude, Boston University, 1982.


Mr. Lebovitch heads the firm's corporate governance litigation practice, focusing on derivative suits and transactional litigation.

Most recently, in the In re El Paso Corp. Shareholder Litigation, he was co-lead counsel in representing a group of public pension funds challenging a conflict- ridden transaction, resulting in a $110 million settlement, which is among the highest recoveries in any merger-related case in history. The settlement followed a landmark ruling by the Delaware Chancery Court that has materially improved the way M&A financial advisors address conflicts of interest. In In re Delphi Financial Group Shareholder Litigation, Mr. Lebovitch was co-lead counsel in challenging the founder and controlling shareholder’s unlawful demand for an additional $55 million in connection with the sale of the company, resulting in the recovery of $49 million. He served as lead counsel in the Pfizer Derivative Litigation, which resulted in a $75 million payment and creation of a new Healthcare Law Regulatory Committee, which sets an improved standard for regulatory compliance oversight by a public company board of directors.

Mr. Lebovitch was co-lead counsel in a challenge to Xerox’s acquisition of ACS, which settled on the eve of trial for a $69 million cash payment to ACS shareholders. Mr. Lebovitch has prosecuted various precedent setting claims, including in In re Amylin Shareholders Litigation, a first impression challenge to the legal validity of “Proxy Puts.” Most recently, he followed his Amylin success by obtaining substantive injunctive relief from the Delaware Chancery Court regarding breaches of duty by the board of SandRidge Energy, Inc. in connection with similar “Proxy Put” provisions. In re Landry’s Restaurants, Inc.

?Shareholders Litigation, he obtained a nearly 60% increase in a proposed takeover price, plus a $14.5 million cash fund for Landry’s shareholders who sold their shares during the class period. And in In re Airgas Shareholder Litigation, Mr. Lebovitch served as co-lead trial attorney in a landmark trial challenging the Airgas board’s use of a poison pill.

Mr. Lebovitch also prosecutes securities litigations, and in that capacity was the lead litigation attorney in In re Merrill Lynch Bondholders Litigation, which settled for $150 million, and is a member of the team prosecuting In re Bank of America Securities Litigation, which has settled for $2.425 billion to shareholders harmed by the defendants’ violations of Sections 14(a) and 10(b) of the Securities Exchange Act.

Mr. Lebovitchhas received national recognition for his work in securities and M&A litigation in recent years. He is regularly recognized as one of Lawdragon’s “500 Leading Lawyers in America,” a “Litigation Star” by Benchmark Plaintiff: The Definitive Guide to America’s Leading Plaintiff Firms and Attorneys, and is recommended by the Legal 500 US guide for his work in M&A litigation. In May 2012, The Deal magazine prominently profiled Mr. Lebovitch as one of the top three lawyers nationally representing shareholder plaintiffs in M&A litigation in its feature article, “The Troika Atop the M&A Plaintiffs’ Bar.” Most recently, Law360 recognized him as one of its five “Rising Stars” nationally in the area of securities litigation – the only plaintiff-side attorney so selected.

A member of the Board of Advisors for the Institute for Law and Economics, Mr. Lebovitch is an author and a frequent speaker and commentator at industry events on a wide range of corporate governance and securities related issues.  He has taught at the Schulich School of Business in Toronto and at Harvard Law School on corporate governance issues. His prior publications include “Making Order Out of Chaos: A Proposal To Improve Organization and Coordination in Multi-Jurisdictional Merger-Related Litigation;” “‘Novel Issues’ or a Return to Core Principles? Analyzing the Common Link Between the Delaware Chancery Court’s Recent Rulings in Option Backdating and Transactional Cases” (NYU Journal of Law & Business, Volume 4, Number 2); “Calling a Duck a Duck: Determining the Validity of Deal Protection Provisions in Merger of Equals Transactions” (2001 Columbia Business Law Review 1) and “Practical Refinement” (The Daily Deal, January 2002), each of which discussed evolving developments in the law of directors’ fiduciary duties.

Mr. Lebovitch clerked for Vice Chancellor Stephen P. Lamb on the Court of Chancery of the State of Delaware, and was a litigation associate at Skadden, Arps, Slate, Meagher & Flom in New York, where he represented clients in a variety of corporate governance, commercial and federal securities matters.


Education:

  • New York University School of Law, 1999, J.D., cum laude
  • Binghamton University - State University of New York, 1996, B.A., cum laude

Bar Admissions:

  • New York
  • U.S. District Court, Southern District of New York
  • U.S. District Court, Eastern District of New York


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

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

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

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

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


Stuart M. Grant
Managing Director - Grant & Eisenhofer P.A.

Stuart M. Grant, co-founder and managing director of Grant & Eisenhofer P.A., is internationally recognized for his extensive knowledge in the areas of Delaware corporate law, fiduciary responsibility, securities and investments, private equity and fixed income, appraisal remedies, valuation, proxy contests and other matters related to protecting and promoting the rights of institutional investors. He serves as litigation counsel to many of the largest public and private institutional investors in the world. Mr. Grant has served as lead counsel in five of the six largest settlements in the history of Delaware Chancery Court.

Among his many accolades, Mr. Grant is consistently ranked in Band 1 of Chambers USA as a leading litigator for his work in Delaware Chancery and securities, regulatory and corporate governance litigation. In the 2010 edition, it is noted that Mr. Grant “covers the full spectrum of personality, and is able to be everything to everyone in a very successful way.” Mr. Grant, who has also been recognized as one of the Top 500 Leading Lawyers in America by Lawdragon, is rated AV by Martindale Hubbell.

Mr. Grant serves as Vice-Chairperson of the Delaware Judicial Nominating Commission, as a member of the Board of Trustees for the University of Delaware and the Delaware Art Museum, and on the Advisory Board for the Weinberg Center for Corporate Governance at the University of Delaware. Mr. Grant was an Adjunct Professor of Law at the Widener University School of Law from 1994 - 2009, where he taught securities litigation.

Mr. Grant was graduated in 1982 cum laude from Brandeis University with a B.A. in economics and received his J.D. from New York University School of Law in 1986. He served as Law Clerk to the Honorable Naomi Reice Buchwald in the U.S. District Court for the Southern District of New York. Mr. Grant was an associate at Skadden, Arps, Slate, Meagher & Flom (1987-94), and a partner in the Wilmington office of Blank Rome Comisky & McCauley from 1994 until forming Grant & Eisenhofer P.A. in 1997.


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

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

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


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

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

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


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

EXPERIENCE

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

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

Some of Judge Lamb’s recent representations include:

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

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

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


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.


JACK JACOBS has over 45 years of legal experience most notably serving on the Delaware Supreme Court from 2003 – 2014, and before that, as Vice Chancellor of the Delaware Court of Chancery since 1985.

Before his appointment as Vice Chancellor, he practiced corporate and business litigation in Wilmington, since 1968. Mr. Jacobs is currently an Adjunct Professor of Law at the Law Schools of New York University, Columbia University, Vanderbilt University and the University of Pennsylvania. Since joining Sidley, he advises companies and boards of directors on Delaware law issues, including fiduciary duties and with respect to mergers and acquisitions, and is available for Special Committee and Special Litigation Committee investigations in response to shareholder demands or government requirements.


PRACTICES

- Complex Commercial Litigation
- Corporate Governance and Executive Compensation  
- M&A
- Securities and Shareholder Litigation


AREAS OF FOCUS

- Business Torts
- Commercial Litigation Appeals
- Contract Litigation
- D&O Liability/Shareholder Derivative Litigation
- Financial, Securities and Accountants Liability Appeals
- Insurance  Insolvency
- Insurance M&A
- Internal Investigations
- M&A Litigation
- Private Securities Litigation
- Products Liability and Class Actions Appeals
- Trials
- Trust and Estate Litigation


PUBLICATIONS

“Does The New Corporate Shareholder Profile Call For A New Corporate Law Paradigm?,”  Fordham Journal of Corporate & Financial Law, Vol. 18, (2012).

“’Patient Capital’: Can Delaware Corporate Law Help Revive It?,”  Washington & Lee Law Review, Vol. 68, (2011).

“The Evolution Of Hostile Takeover Regimes In Developed And Emerging Markets: An Analytical Framework,”  Harvard International Law Journal, Vol. 51, No. 1, (2011).

“The Reach of State Corporate Law Beyond State Borders: Reflections Upon Federalism,”  New York University Law Review, Vol. 84, (2009).

“The Vanishing Substance-Procedure Distinction In Contemporary Corporate Litigation,”   Suffolk University Law Review, Vol. 41, (2007).

“The Fiduciary Duty of Disclosure After Dabit,”  Maryland Journal of Business & Technology, Vol. 2, (2007).

“Implementing Japan’s New Takeover Defense Guidelines: Part II,”    University of Tokyo Journal of Law & Politics, Vol. 3, (2006).

"Implementing Japan’s New Anti-Takeover Defense Guidelines, Part I,"  New York University Journal of Law & Business, Vol. 2, (2006).

"The Uneasy Truce Between Law & Equity In Modern Business Enterprise Jurisprudence," Delaware Law Review, Vol. 8, (2005).

“Entity Rationalization: A Judge’s Perspective,”    Business Lawyer, Vol. 58, (2003).

(Co-authored with) William T. Allen and Leo E. Strine, Jr., "Realigning The Standard of Review of Director Due Care With Delaware Public Policy: A Critique of Van Gorkum & Its Progeny as a Standard of Review Problem," Northwestern University Law Review, Vol. 96, (2002).

(Co-authored with) William T. Allen and Leo E. Strine, Jr., "The Great Takeover Debate: A Meditation On Bridging The Conceptual Divide," University of Chicago Law Review, Vol. 69, (2002).

(Co-authored with) William T. Allen and Leo E. Strine, Jr., "Function Over Form: A Reassessment of Standards of Review in Delaware Corporate Law," Delaware Journal of Corporate Law 859, Vol. 26, (2001). (Also published as Business Lawyer, Vol. 56), (2001).

“Comments on Contestability,”  University of Miami Law Review, Vol. 54, (2000).



MEMBERSHIPS & ACTIVITIES

Mr. Jacobs is a member of the American Law Institute and served as an advisor to the Restatement (3rd) of Restitution project, and currently, on its Principles of the Law of Liability Insurance project. He is also a member of the Delaware and American Bar Association, fellow of the American Bar Foundation and an Advisory Board Member of the Rand Center for Corporate Ethics and Governance.

Mr. Jacobs has participated in academic symposia and continuing legal education programs related to corporate and securities law sponsored by various law schools and continuing legal education programs related to corporate and securities law. He also has been a guest lecturer at numerous American and foreign law schools, having delivered the Distinguished Jurist Lecture at the University of Pennsylvania Law School; the Regent’s Lecture in Residence at the UCLA Law School; and the William J.  Brennan Lecture at NYU School of Law. He was the Distinguished Visiting Jurist at the Harvard Law School Corporate Governance Program, serves as a member of the Board of Advisors of the University of Pennsylvania Law School Institute for Law and Economics, and as a member of the advisory board of the Harvard Law School Program on Corporate Governance.


ADMISSIONS & CERTIFICATIONS

- U.S. Supreme Court, 1975

- U.S. Court of Appeals, 3rd Circuit, 1968

- U.S. District Court, District of Delaware, 1968

- Delaware, 1968



EDUCATION

- Widener University School Law - Delaware, LL.D., 2011

- Harvard Law School, J.D., 1967 The University of Chicago, B.A., 1964


CLERKSHIPS

- William Duffy, Delaware Court of Chancery (1967)

- Albert J. Stiftel, Superior Court of Delaware (1967)



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.


Widely recognized as one of the most prominent M&A lawyers in the United States, Peter represents leading US and global companies in acquisitions and sales of public and private companies, asset acquisition and disposition transactions, and joint ventures. Previously, Peter was a partner with Shearman & Sterling LLP.

Peter has been recognized and recommended as an M&A practitioner by Chambers Global, Chambers USA, The Legal 500 US, and IFLR1000. He has written and spoken extensively on M&A and corporate law.

Peter’s experience includes advising:

  • Zillow, Inc. on its $3.5bn acquisition of Trulia, Inc. in a stock­for­stock transaction;
  • Sun Pharmaceutical Industries in its pending acquisition of Ranbaxy and its acquisition of the publicly traded shares of Caraco Pharmaceutical Laboratories, Ltd. and control of Taro Pharmaceutical Industries Ltd.;
  • Textron Inc. on its $1.4bn acquisition of Beechcraft and the combination with its Cessna business to form Textron Aviation;
  • ArcelorMittal in its joint acquisition (with Nippon Steel & Sumitomo Metal Corporation) of ThyssenKrupp Steel USA;
  • Nokia Corporation in the formation of Nokia Siemens Networks and its acquisition of Siemens’ interest in Nokia Siemens Networks and the acquisition of Navteq Corporation;
  • the special committee of the board of directors of Sprint Nextel Corporation on the $21.6bn acquisiton of 78% of Sprint Nextel Corporation by Softbank Corp;
  • the independent directors of Psychiatric Solutions, Inc. in its acquisition by Universal Health Services, Inc.;
  • Gambro AG in the sale of the issued and outstanding stock of CaridianBCT Holding Corp. to Terumo Corporation; Gambro AB in its acquisitions of Cobe Laboratories, Inc. and Vivra Incorporated; its investments in, and subsequent acquisition of, Ren­Corporation USA; its investment in Hemasure, Inc.; its divestiture of Gambro Healthcare, Inc. to DaVita Inc.; its distribution agreement with Baxter Healthcare Corporation; and its independent directors in the acquisition of Gambro by Indap AB;
  • JetBlue Airways Corporation on the $400m sale of LiveTV to Thales SA and on the $300m sale of 19% of its common stock to Lufthansa;
  • BASF AG in its acquisitions of Engelhard, Micro Flo Co., Chemdal, Cyanamid Corporation and the Latex Division of Polysar Limited; the swap of its container coatings business for the surfactants business of PPG Industries; the swap of its fibers business for Honeywell, Inc.’s plastics business; and the sale of its Fritzsche Dodge & Cie flavors and fragrance business;
  • Boston Scientific Corporation in its acquisitions of Guidant Corporation, Scimed Life Systems, Inc., Cardiovascular Imaging Services, Inc., Meadox Medicals, Inc., Mintec, Inc., the Schneider division of Pfizer Inc., Target Therapeutics, Inc., Interventional Technologies Inc. and Quanam Medical Corporation; the sale of Guidant’s vascular intervention business to Abbott Laboratories; and its equity investment in Biophan Technologies, Inc.; and
  • Siemens AG and its subsidiaries in the sale of its worldwide pacemaker business to St. Jude Medical and Unisphere, Inc. to Juniper Networks, Inc.; and the acquisitions of UGS Corporation, Efficient Networks, Pyramid Technologies, and Sylvania’s North American lighting business from GTE; and the water systems and services division of United States Filter Corporation, a subsidiary of Veolia Environnement S.A.

Qualifications and education

Peter received his JD from Georgetown University Law Center and his BA from the University of Virginia. He is admitted to practice in New York and California.

 


ANNE C. FOSTER has over thirty years of experience representing clients in corporate and commercial litigation matters, including the representation of corporations, members of boards of directors, and substantial stockholders in litigation concerning mergers and acquisitions, corporate governance, and fiduciary duties. She also advises clients regarding indemnification and advancement issues and other matters relating to the General Corporation Law of the State of Delaware. Anne has also represented numerous clients in special committee matters, including investigations in response to stockholder demands and regarding compliance issues.

Anne is a member of the American Law Institute, and has served as a panelist and board member of the Weinberg Center on Corporate Governance at the University of Delaware.  A frequent speaker on issues relating to corporate litigation and ethics, she has co-taught classes at Columbia Law School and the University of Pennsylvania Law School.  Anne is a certified mediator with the Delaware Superior Court.


J. Travis Laster is a Vice Chancellor on the Court of Chancery of the State of Delaware. He received his A.B summa cum laude from Princeton University and his J.D. and M.A. from the University of Virginia, where he served on the Virginia Law Review, was a member of the Order of the Coif, and received the Law School Alumni Association Award for Academic Excellence. Prior to his appointment, he was one of the founding partners of Abrams & Laster LLP. While in private practice, he specialized in litigation involving Delaware corporations and other business entities, and advising on transactional matters carrying a significant risk of litigation. He also wrote and spoke frequently on aspects of business law. Before forming Abrams & Laster, he was a director of Richards, Layton & Finger P.A. Before joining Richards Layton & Finger, he clerked for the Honorable Jane R. Roth of the United States Court of Appeals for the Third Circuit. He is a member of the American Bar Association, Delaware State Bar Association, and the Rodney Inn of Court.