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Delaware Law Developments 2013: What All Business Lawyers Need to Know


Speaker(s): Cliff C. Gardner, Daniel H. Burch, Gregory P. Williams, Henry E. Gallagher, Jr., Hon. J. Travis Laster, Hon. Sean D. Wallace, Hon. Steven A. Brick, Hon. Timothy S. Driscoll, James L. Holzman, John A. Neuwirth, John L. Reed, Lawrence A. Hamermesh, Leslie A. Polizoti, Matthew J. O'Toole, Michael S. Hong, Pamela S. Tikellis, Paula Howell Anderson, Peter B. Ladig, Srinivas M. Raju, Stephen P. Lamb, T. Brad Davey, Theodore N. Mirvis, William M. Lafferty
Recorded on: May. 29, 2013
PLI Program #: 41936

Daniel H. Burch
Chairman and Chief Executive Officer
MacKenzie Partners, Inc.

Daniel H. Burch is the Chairman, CEO and co-founder in 1990 of MacKenzie Partners, Inc. a leading proxy solicitation, corporate governance and investor relations consulting firm. In his role as advisor to issuers, boards and investors, he is responsible for developing and implementing strategies and campaigns for clients involved in proxy contests, tender offers, mergers, shareholder activism, corporate governance, financial restructurings and other complex corporate transactions. The firm also offers its clients stockholder and bondholder identification, beneficial owner analysis and market surveillance.

Mr. Burch has over 35 years of experience in the Proxy/M&A industry and led his client’s campaigns in most of the largest tender offers and proxy contests during his career. Previously, he served as director of corporate development at Vornado Realty Trust (NYSE:VNO) and as a senior executive at another of the original proxy solicitation firms for nearly 14 years.

Mr. Burch is a graduate of Lehigh University in Bethlehem, PA from which he earned a B.S., majoring in economics and accounting. He is a member of the American Society of Corporate Secretaries and Corporate Governance Professionals and a member of NIRI and frequently lectures on subjects of corporate governance, merger and acquisitions and proxy contests.


James L. Holzman is the senior member of Prickett, Jones & Elliott, P.A. His litigation practice concentrates principally on defense of litigation involving mergers and acquisitions, corporate governance, securities law, and other complex business matters. He has tried cases in all of Delaware's principal trial courts and in federal courts both in and outside of Delaware. His corporate law practice focuses on advising Delaware corporations, boards of directors, and board committees on fiduciary duties and the application and construction of provisions of the Delaware General Corporation Law in contexts such as mergers and acquisitions and other transactional settings and those involving governance and compliance issues.  He has represented special board committees formed to negotiate major transactions as well as those convened to conduct investigations.

 Mr. Holzman is a longtime member of the Council of the Corporation Law Section of the Delaware State Bar Association. As chair of the Council from 2008 through 2010, he led the legislative and other responses of the Council to the unprecedented events in the financial markets. He is a member of the Delaware Court of Chancery Rules Committee. He has served the Court of Chancery as a special master in several complex cases. He also has held a number of leadership positions with the American Bar Association, chairing the Business and Corporate Litigation Committee, and serving as a member of the Editorial Board of The Business Lawyer, among other positions.


Michael Hong is a partner in Davis Polk’s Corporate Department, practicing in the Investment Management Group. He advises sophisticated private fund managers across all asset classes in their most complex, high-value transactions. Mr. Hong’s advice encompasses fund formation, M&A-related transactions (with a special expertise around co-investments), and ongoing investment-related advice on behalf of private equity, growth capital, credit, hedge, energy, real estate, co-investment and fund of funds managers.

Mr. Hong also has extensive experience advising clients on secondary transaction matters, including GP-led secondary transactions. He also regularly advises clients in connection with GP-stake sales, as well as purchases, spin-outs and joint ventures involving alternative asset managers. Mr. Hong also regularly represents investment professionals in connection with their employment arrangements with fund sponsors.

Mr. Hong is featured regularly in various industry publications, including recent articles by The Wall Street Journal and Hedge Fund Law Report.

Recognition

  • Private Funds Management Magazine – One of the “30 Most Influential Private Equity Lawyers Under the Age of 40” stating, “[w]hen a big fund is being marketed, don't be shocked to find Michael Hong as part of the process.”
  • Chambers USA 
    • Clients comment: "He has a lot of market knowledge, is very practical and has a lot of experience" and provides “great service to his clients.”
  • The Legal 500 U.S. – One of a select few “Next Generation Lawyers”: Investment Fund Formation and Management
  • IFLR1000 – "Highly Regarded," Private Equity, Private Equity Funds and Investment Management
  • Who’s Who Legal – Described as “a much-respected and energetic lawyer”
  • Super Lawyers – “New York Metro Rising Star”
  • Lawdragon – “Insights: Private Funds”

Education

  • Bachelor of Commerce (B.Com.), University of Toronto, 2000
  • J.D., University of Toronto Faculty of Law, 2004
    • Gerald W. Schwartz Gold Medal
  • M.B.A., University of Toronto, Joseph L. Rotman School of Management, 2004


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.”


Practice

Paula Anderson is a partner in the firm’s Litigation Group.  Her experience is broad, with an international focus, and encompasses a wide range of areas, including Foreign Corrupt Practices Act (“FCPA”) investigations and compliance due diligence, cross-border disputes, corporate governance, bankruptcy litigation, antitrust, M&A-related litigation, and international arbitration.  Her clients have included global leaders in the finance, insurance, automotive, telecommunications, oil and gas, engineering, media and entertainment, consumer goods, and manufacturing industries. 

In 2013, Ms. Anderson was named to New York Law Journal’s inaugural “2013 Rising Stars” list. In 2012, she was awarded the National Organization of Women’s “2012 Women of Power and Influence Award,” and was named to Crain’s NY Business Magazine’s “40 Under 40” list of top achievers under the age of 40.  In 2016, Ms. Anderson was recognized by Benchmark Litigation in its inaugural “Under 40 Hot List” and was honored by The Network Journal with its 40 Under Forty Achievement Award.  She has been recognized by Legal 500 as a Rising Star and was most recently named to Savoy Magazine’s list of “2018 Most Influential Black Lawyers.”

Recent Experience Includes Representation of:

  • General Electric Company in connection with shareholder litigation and an appraisal action arising from the multi-billion dollar transaction in which GE’s Oil and Gas business combined with Baker Hughes, Inc.
  • A global investment banking firm in an action by the shareholders of Zale Corp. for alleged aiding and abetting breaches of fiduciary duty by Zale’s Board of Directors in connection with Zale’s$1.46 billion acquisition by Signet Jewelers Ltd.
  • Albemarle Corp. in a multi-district shareholder class action and appraisal action challenging its $6.2 billion acquisition of Rockwood Holdings
  • Liberty Global, Inc. in a shareholder class action challenging its $23 billion acquisition of Virgin Media Inc.
  • Synthes, Inc. and its directors in a shareholder class action challenging the company’s $20 billion acquisition by Johnson & Johnson
  • A global telecommunications company in a due diligence corruption investigation of its Latin American subsidiary in connection with a proposed acquisition

Education

Harvard Law School, J.D., 2001
John Jay College of Criminal Justice, B.A., summa cum laude, 1998 Class Valedictorian
    


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

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

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

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


Sean D. Wallace is a Judge of the Circuit Court for Prince George's County, Maryland. He was appointed to the Court in 2002 and then won election to a fifteen-year term.  For most of his time on the bench, Judge Wallace has presided over complex civil litigation, including business and commercial disputes. He has also been designated to sit on the Maryland Court of Special Appeals.

Judge Wallace is a founding member of the American College of Business Court Judges (ACBCJ) and is currently President-Elect of that organization. He also served as a Business Court Representative to the Business Law Section of the American Bar Association from 2010-2012. He also has served as Vice-Chairman of the Business and Commercial Courts Committee of the National Conference of State Trial Judges.

 Judge Wallace was elected as an Inaugural Fellow of the Advanced Science and Technology Adjudication Resource Center (ASTAR) in 2006. He serves on the Judicial Advisory Board for the Law and Economics Center at George Mason University Law School for the past two years. He has lectured frequently on various legal topics, including to the Judicial Institute of Maryland, the ACBCJ, and Georgetown University Center CLE programs. Judge Wallace was on the adjunct faculty of the National College of District Attorneys, lecturing regularly across the country from 2002-2006.

 Prior to his appointment to the bench, Judge Wallace was County Attorney and represented the County before federal and state trial and appellate courts. He was also in private practice for a number of years.

 He received his Juris Doctor degree from the University of Maryland School of Law in 1985 and his undergraduate degree from Hampden-Sydney College in 1982. In 2001, he was resident in the Harvard University program for Senior Executives in state and local government.

 Judge Wallace is admitted to practice in the courts of Maryland and the District of Columbia, as well as many federal courts at both the trial and appellate levels. He served on the Board of Governors of the Maryland State Bar Association from 2003-2005, and was President of the Prince George's County Bar Association the prior year. He served 16 years on the Maryland Attorney Grievance Commission Peer Review Committee before ascending to the bench. Judge Wallace also has been active in the Digges Inn of Court (1986-1988) and the Southern Maryland Inn of Court (2011-present.)


THE HONORABLE STEVEN A. BRICK is a judge of the Superior Court of California in and for Alameda County. He has served in a complex civil trial department since August 2008. He previously served in a civil direct calendar department and for three years in a civil law and motion department. 

He is currently a member of the Civil Advisory Committee of the Judicial Council of California and chairs its Subcommittee on Case Management and Complex Litigation. He previously served as a member and co-chair of the Council's Access and Fairness Advisory Committee.

Judge Brick has spoken at a large number of educational programs sponsored by state and local bar groups and national continuing education providers.

Prior to his appointment to the bench in January 2001, he was a member of the firm of Orrick, Herrington & Sutcliffe LLP from 1979 through 2000 and served on its Executive, Partners' Compensation, Peer Review and Diversity Committees for many of those years. He also served as a lawyer delegate to the Ninth Circuit Court of Appeals Judicial Conference from 1978-1988 and as Chair of the Conference (1985); President of the Bar Association of San Francisco (1991); and President of the Association of Business Trial Lawyers of Northern California (1999) and is currently a member of its board.

Judge Brick received his B.A. in 1969 from Williams College (with highest honors in history, Phi Beta Kappa) and his J.D. in 1972 (Order of the Coif) from Boalt Hall, University of California, Berkeley. 


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.


Mr. Davey is a partner in the firm’s Corporate Group.  His practice focuses primarily on business, corporate and alternative entities litigation in the Delaware Court of Chancery.  He frequently advises directors, acquirers and financial advisors in connection with mergers and acquisition litigation.  In addition, Brad has substantial experience litigating and providing advice regarding various proceedings under the Delaware General Corporation Law, including appraisal, advancement and indemnification, books and records demands, and director election contests.  Brad has also assisted companies from a wide range of industries with special investigations of alleged improper conduct. 

Brad is a frequent speaker at a variety of corporate law seminars and symposia, including the Tulane Institute of Corporate Law and the University of Pennsylvania Institute of Law and Economics, as well as seminars sponsored by the Practicing Law Institute and the American Bar Association.


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.


Srinivas M. Raju is a member of the Wilmington, Delaware law firm of Richards, Layton & Finger, P.A.  His practice focuses on corporate advisory, corporate governance, transactional, and complex litigation matters relating to Delaware corporations, limited partnerships and limited liability companies. Srini has litigated numerous corporate control, corporate governance, and contractual disputes in the Delaware Court of Chancery and the Delaware Supreme Court. He has also advised corporate boards, special committees, and general partners with respect to governance and transactional issues. 

Srini is frequent speaker on fiduciary duty and governance issues, particularly with respect to Delaware limited partnerships and limited liability companies.  He has also published numerous articles on these topics, including articles published in The Business Lawyer, Securities & Commodities Regulation, Delaware Journal of Corporate Law, and Insights, and is co-author of a book titled Special Committees: Law and Practice (LexisNexis 2015). 

Srini has been recognized in The Best Lawyers in America; Chambers USA; Benchmark Litigation; Lawdragon; PLC Which Lawyer; Super Lawyers; and The Legal 500.

Srini holds a J.D. degree from Georgetown University Law Center and a B.S. degree from Indiana University.  Earlier in his career, and prior to entering law school, he was an accountant and obtained certification as a Certified Public Accountant. 


Cliff Gardner

Bar Admissions
Delaware

Education
J.D., Duke Law School, 2008
B.A., University of North Carolina, Chapel Hill, 2000

Experience
Law Clerk, Hon. John W. Noble, Delaware Court of Chancery (2008-2009)


Henry E. “Hank” Gallagher, Jr. is a partner in the firm of Connolly Gallagher LLP.  He has been practicing law in Wilmington, Delaware for 35 years, since serving a judicial clerkship in which he worked for judges in the Delaware Superior, Chancery and Supreme Courts.  He has extensive experience in corporate and commercial litigation in the state and federal courts in Delaware.  His practice also includes advising Delaware companies, boards of directors, managers, and special committees, on issues of law governing corporations and business.  He serves on the Council of the Corporation Law Section of the Delaware State Bar Association, the professional organization responsible for overseeing legislative changes to Delaware’s nationally-prominent corporation and business laws.  He has been recognized continuously since 2006 by Best Lawyers in America for his expertise in corporate law, commercial litigation, and M&A litigation.  He has also been recognized as a Delaware Super Lawyer and by Delaware Today magazine as a top Delaware attorney, and he was elected as a Fellow of Litigation Counsel of America, an honorary society for trial attorneys.  He has served by appointment of the Delaware Supreme Court on its Board of Bar Examiners (1999-2005) and its Board on Professional Responsibility (1984-1992).  He has been appointed by the Delaware Court of Chancery as a custodian, receiver, or trustee of various Delaware entities. 


John A. Neuwirth is a partner in the firm's Securities Litigation practice group. Mr. Neuwirth's practice focuses on the nationwide litigation of M&A, securities, derivative, complex business and corporate matters at the trial and appellate levels in both federal and state courts, and before arbitration panels. Mr. Neuwirth also counsels boards of directors, board committees and senior management on M&A, corporate governance, securities, disclosure, regulatory and other issues, and provides representation in connection with governmental, regulatory and internal investigations, and proxy contests. Clients he has represented include: ExxonMobil, General Electric, General Motors, Goldman Sachs, Citigroup, The Walt Disney Company, Thomas H. Lee Partners, Providence Equity Partners, Gentiva Health Services, Sanofi and Safran S.A.

Chambers USA describes Mr. Neuwirth as "extremely knowledgeable and practical" and has listed him as one of America's leading securities litigators since 2011. He was also recognized by Benchmark Litigation 2012 and 2013. In 2010, Mr. Neuwirth was named in Legal 500 as a leading securities litigator in the United States. Since 2008, Mr. Neuwirth has been named a New York "SuperLawyer" in the securities litigation area. In 2007, The New York Times included Mr. Neuwirth in its "next generation of deal makers." Also in 2007, Mr. Neuwirth was named by Securities Law 360 as one of "10 under 40" for his work in the securities litigation, corporate governance, class action and regulatory areas.

Bar Admissions

US Court of Appeals 2nd Cir.; US Court of Appeals 3rd Cir.; US Court of Appeals 9th Cir.; Eastern District New York; New York State; Southern District New York

Education


Hamilton College; New York University School of Law


John L. Reed is a partner in the Delaware office of DLA Piper LLP (US), an AMLAW 100 and AMLAW Global 100 firm with more than 4,200 lawyers in 76 offices in 30 countries. Mr. Reed is listed in Chambers USA: America's Leading Lawyers for Business and as a Super Lawyer for business litigation and the handling of matters before the Delaware Court of Chancery and Delaware Supreme Court, the preeminent courts in the United States for resolving corporate disputes. 

Mr. Reed's national practice involves the counseling and representation of corporations, boards of directors, individual officers and directors, special board committees and large investors with regard to class actions and derivative breach of fiduciary duty claims, corporate control disputes, mergers and acquisitions litigation, and virtually any other matter involving corporate law and governance and the interpretation and enforcement of the Delaware General Corporation Law. 

Mr. Reed has lectured and authored book chapters, articles and papers for various professional organizations and publications, including the American Bar Association, Delaware State Bar Association, The Delaware Journal of Corporate Law and Directors & Boards magazine. He is an Associate Trustee of the Delaware Lawyers Fund For Client Protection and a Member of the Board on Professional Responsibility. Mr. Reed also served as a member of official State of Delaware delegations promoting Delaware corporate law throughout the world, including in Singapore, China, Taiwan, the Netherlands (where he delivered a presentation on corporate law at The Hague) and Italy.  Earlier in his career, he was a Deputy Attorney General for the State of Delaware and, in that capacity, served as general counsel to two Delaware cabinet secretaries. 


Leslie Polizoti is a partner with the Business and Corporate Litigation Group. Her practice focuses on corporate and commercial litigation in the Court of
Chancery of the State of Delaware.

NOTABLE PUBLICATIONS AND PRESENTATIONS

  • Vice Chancellor Donald F. Parsons, Jack B. Blumenfeld, Mary B. Graham and Leslie A. Polizoti, Explaining Venue Choice and Litigant Preferences: Solving the Delaware Mystery, ECONOMIC DAMAGES IN INTELLECTUAL PROPERTY: A HANDS-ON GUIDE TO LITIGATION 67-81 (Daniel Slottje ed., John Wiley & Sons 2006)
  • Donald F. Parsons, Jr., Jack B. Blumenfeld, Mary B. Graham & Leslie A. Polizoti, Solving the Mystery of Patentees' 'Collective Enthusiasm' for
    Delaware
    , Delaware Law Review, Vol 7:2 (2005)

PROFESSIONAL & COMMUNITY ACTIVITIES
  • Member, American Bar Association
  • Member, Delaware State Bar Association
  • Member, Federal Civil Panel

ADMISSIONS TO PRACTICE
  • Delaware, 2002
  • U.S. District Court for the District of Delaware, 2003
  • U.S. Court of Appeals for the Federal Circuit, 2004


Peter B. Ladig has extensive experience in the Delaware Court of Chancery, as well as in all other State and Federal Courts in Delaware. He has been involved in over 50 published court decisions.

He concentrates his practice in the areas of corporate governance and commercial litigation, stockholder litigation, fiduciary duties, partnership and limited liability company disputes, and class action and derivative litigation. Pete represents both stockholders and directors in corporate litigation in the Court of Chancery in a wide range of matters, including advancement of legal fees and expenses, reviews of elections of directors, requests to inspect books and records, and claims for breaches of fiduciary duties. He also represents corporations and other entities in commercial disputes involving breach of contract claims and claims arising under the General Corporation Law of the State of Delaware.

Pete was recognized by Chambers USA - America's Leading Lawyers for Business in the years 2008, 2009, 2011 and 2012 as one of the leading Chancery Court practitioners in Delaware. Chambers USA 2011 reported, "Pete is someone whose advice 'is always right on the mark and who provides a lot of good guidance.'" In Chambers USA 2012, Pete was described as someone who "knows the courts, has a good sense of the law and has a good sense of strategy - I feel I can rely on him for everything related to a Delaware lawsuit."

Pete has authored several articles pertaining to corporate and commercial litigation in Delaware. He also frequently speaks before groups of professionals regarding Delaware laws affecting LLCs and other business entities.

Experience

Corporate control disputes
Breach of fiduciary duty claims
Actions seeking advancement and indemnification
Shareholder rights disputes
Breach of contract claims
Actions brought by directors, officers, stockholders and creditors


Professional Affiliations

Delaware State Bar Association
American Bar Association
Richard S. Rodney American Inn of Court
Court of Chancery Rules Committee


Timothy S. Driscoll is a Justice of the Supreme Court of the State of New York. Elected to a fourteen-year term in November 2007, Judge Driscoll serves in the Nassau County Commercial Division. He is also the co-chairman of the Chief Administrative Judge’s working group on electronic discovery. In addition to his judicial responsibilities, Judge Driscoll is an adjunct professor at Brooklyn Law School and Nassau Community College, and a teaching team member at the Harvard Law School’s Trial Advocacy Workshop.

Prior to beginning his term on January 1, 2008, Judge Driscoll held a number of posts in the public and private sector. He served as Deputy Nassau County Executive for Law Enforcement and Public Safety from July 2004 to December 2007. In that position, Judge Driscoll oversaw all of the public safety and law enforcement agencies in the County, including the Police, Fire Marshal, Probation, Sheriff, Office of Consumer Affairs, Traffic and Parking Violations Agency, Medical Examiner, and Office of Emergency Management.

Judge Driscoll was an Assistant United States Attorney in the Eastern District of New York from November 2000 to July 2004. His case load included violent crime matters including racketeering, murder, gun possession and trafficking, and narcotics distribution, as well as white collar matters including mail fraud, wire fraud and health care fraud. His work as a federal prosecutor was recognized by the FBI, Nassau County Police Department, Old Brookville Police Department, and the Drug Enforcement Administration.

As an Assistant District Attorney in Nassau County from September 1996 through November 2000, Judge Driscoll’s docket included cases involving burglary, robbery, narcotics and driving while intoxicated, as well as investigations into official corruption.

Prior to beginning his service as a prosecutor, Judge Driscoll was associated with Williams & Connolly in Washington D.C. from November 1992 through July 1996. Before joining the law firm, Judge Driscoll served as a law clerk to the Honorable Joseph M. McLaughlin, United States Court of Appeals for the Second Circuit.

Judge Driscoll is a graduate of Harvard Law School (cum laude 1991), Hofstra University (summa cum laude 1988) and Holy Trinity High School in Hicksville, which inducted him into its Hall of Fame in 2005. He is the Secretary of the Irish Americans in Government, and the President of the Catholic Lawyers Guild of Nassau County.


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.