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Trends in Merger Litigation 2013: Corporate, Litigation, and Judicial Perspectives


Speaker(s): Catherine G. Dearlove, Christine S. Azar, Hon. James L. Gale, Hon. James P. Kleinberg (Ret.), Hon. John W. Noble, Hon. Tamika R. Montgomery-Reeves, Ivan Brockman, James G. Kreissman, Juan E. Monteverde, Katherine L. Henderson, Kenneth J. Nachbar, Kieran P. Hughes, Kirsten J. Jensen, Neal A. Potischman, Priya Cherian Huskins, Prof. Joseph A. Grundfest, Prof. Robert M. Daines, Randall J. Baron, Simona G. Strauss, William B. Chandler III
Recorded on: Mar. 5, 2013
PLI Program #: 44581

Ivan Brockman is a Senior Managing Director in Blackstone Advisory Partners LP. He is based in the firm’s Menlo Park office. Mr. Brockman is responsible for
advising companies in all sectors of technology. 

Mr. Brockman has over fifteen years of experience in the technology business as an investment banker and as an attorney specializing in corporate securities and M&A. Selected technology companies with which he has worked include Microsoft, IBM, Hewlett-Packard, Oracle, EMC, SAP, Flextronics, eBay, VMware, Sun Microsystems, Agilent, Intuit, BEA Systems, Siebel Systems, Solectron, Quest Software, SSA Global, Aricent, TIBCO Software, SafeNet, Agile Software, Sanmina-SCI, Business Objects and Ariba. In addition, Mr. Brockman has advised other leading technology financial sponsors in large and mid-market investments.

Before joining Blackstone in 2008, Mr. Brockman was co-head of West Coast Technology Investment Banking for Citigroup, and led Citigroup’s global investment banking efforts in the enterprise systems and software industries. He also served on several of the firm’s investment banking committees. Prior to Citigroup, he was a Vice President with Goldman Sachs’ technology, media and telecom investment banking group. He also practiced corporate and securities law for several years with the technology-focused Palo Alto law firm, Wilson Sonsini Goodrich and Rosati.

Mr. Brockman received a BS (with distinction) from Cornell University and a JD from University of Pennsylvania Law School. He serves on the Cornell University Council.


Jim Kreissman is a senior litigation partner in Simpson Thacher & Bartlett LLP’s Palo Alto office. His practice focuses on securities litigation, government and internal
investigations, and antitrust litigation. He is the Firm’s senior West Coast litigator specializing in these areas.

Mr. Kreissman currently represents or has recently represented clients in numerous securities litigation and investigatory matters for corporations, financial institutions, and
their officers and directors. For example, he recently represented certain former officers and directors of Lehman Brothers in various civil and regulatory matters relating to
Lehman’s September 2008 bankruptcy filing. Similarly, Mr. Kreissman represented many of the former officers and directors of Cendant in numerous civil class action suits,
derivative suits, SEC investigations and criminal matters. Many of his matters involve companies in technology-related areas, such as drugstore.com, Infineon AG, InfoSpace,
Intel, and JDS Uniphase. Mr. Kreissman also has extensive experience in securities litigations and investigations involving non-U.S. issuers. His current and recent
representations of this type include SinoTech Energy and Focus Media.

Mr. Kreissman has served as counsel to numerous Special Litigation Committees and Audit Committees in connection with various civil, criminal and regulatory matters, including work for Archer Daniels Midland, BEA Systems, Clorox, LDK Solar, Levi Strauss, Oracle, Verifone and Westar Energy. Mr. Kreissman has also conducted numerous internal investigations for companies relating to accounting, tax and regulatory compliance matters.

Mr. Kreissman also has in depth experience with direct and derivative litigations related to mergers or acquisitions. His current and/or recent clients include Blum Capital, Captaris,
C.B. Richard Ellis, Facet Biotech, Elevation Partners, Hellman & Friedman, Silver Lake Partners, and Veritas Software.

Mr. Kreissman has been named one of the best antitrust lawyers in the Bay Area by Bay Area Lawyer Magazine. He has worked on a number of antitrust matters with a particular emphasis on the representation of corporations accused of price-fixing or other anticompetitive behavior in both civil and criminal matters. His representative matters
include representations of Chimei-Iinnolux (TFT-LCD) Elpida Memory Inc. (DRAM), Virgin Atlantic Airlines (airline fuel surcharge), Appleton Papers, Inc. (fax paper), Haynes
International (high nickel alloy steel), and Archer Daniels Midland Corporation (food additives).

Mr. Kreissman has been a partner at Simpson Thacher & Bartlett LLP since 1997. He received his A.B. degree, magna cum laude, from Dartmouth College in 1984 and his J.D.
from the University of Virginia Law School in 1987, where he was awarded the Order of the Coif. He was a law clerk to the Honorable Albert J. Engel, Chief Judge of the United States Court of Appeals for the Sixth Circuit from 1987 to 1988. He is admitted to practice in New York and California, as well as numerous federal courts across the country. Mr. Kreissman is also a frequent lecturer to lawyers, law students, and others on topics relating to his areas of expertise.

Honors/Associations

  • Named one of the best antitrust lawyers in the Bay Area by Bay Area Lawyer Magazine
  • The Association of the Bar of the City of New York
  • American Bar Association
  • Recipient, Thurgood Marshall Award from a Pro Bono Case from the Bar Association of New York


Education
  • University of Virginia School of Law, 1987 J.D. Order of the Coif; Editorial Board, Virginia Law Review
  • Dartmouth College, 1984 B.A. (magna cum laude; Phi Beta Kappa)


Juan E. Monteverde is a partner in Faruqi & Faruqi, LLP's New York office and Chair of the firm's Shareholder Merger and Transactional Litigation Department. Mr. Monteverde has concentrated his legal career advocating shareholder rights and has appeared before Delaware Chancery Court in numerous occasions on behalf of shareholders in mergers and acquisitions class actions.

Before joining Faruqi & Faruqi, LLP, Mr. Monteverde gained extensive experience litigating exclusively mergers and acquisitions class actions from inception to conclusion. See Sullivan v. Gorog, Case No. BC398258 (Cal. Super. Ct. 2008) (prosecuting preliminary injunction to enjoin tender offer by Best Buy Co. Inc. of Napster, Inc., resulting in post-tender offer settlement for the enlargement of appraisal rights of Napster shareholders); In re Candela Corp. Shareholders Litigation, Lead C.A. No. 09-4092-BLS1 (Mass. Supreme Ct. 2009) (obtaining settlement of additional disclosures pertaining to the acquisition of Candela Corporation by Syneron Medical Ltd. and reforming merger agreement to reduce termination fee by approximately 20%); and Ubaney v. Rubinstein, C.A. No. 5459-VCL (Del. Ch. 2010) (obtaining supplemental disclosures in connection with the acquisition of Palm, Inc., including complete disclosure of Palm Inc.'s financial projections and free cash flows for 2010 through 2015).

At Faruqi & Faruqi, LLP, Mr. Monteverde continues to protect shareholder rights. He has acted as lead counsel or co-lead counsel in In re Cogent, Inc. Shareholders Litigation, Consol. C.A. No. 5780-VC (Del. Ch. 2010) (obtaining post-close cash settlement of $1.9 million after two years of hotly contested litigation); in In Re Valeant Pharmaceuticals International Shareholders Litigation, Consol. Case No. 5644-VCS (Del. Ch. 2010) (negotiating significant supplemental disclosures regarding the acquisition of Valeant by Biovail); in McGowan v. ICX Technologies, Inc., C.A. No. 1:10CV1013 (E.D. Va. 2010) (achieving a class action settlement for additional disclosures pertaining to the tender offer of ICX Technologies, Inc. and extending the appraisal rights period for ICX Technologies shareholders by 20 days); and in Knee v. Brocade Communications Systems, Inc., No. 1-12-CV-220249 (Cal. Super. Ct. Santa Clara Cnty. Apr. 10, 2012) (enjoining a shareholder vote on a proposal to increase the number of authorized shares under the company's stock plan until all material information was disclosed).

Mr. Monteverde taught a New York CLE course regarding the financial and legal fundamentals underlying the valuation of mergers and acquisitions of publicly traded companies, Valuation Issues in Mergers and Acquisitions, October 19, 2010. Mr. Monteverde has also been a panel speaker in the session for "Don't Get Caught in the Past" at the 2011 Corporate Counsel CLE Seminar in Naples, Florida, where he discussed the current corporate governance developments in the mergers and acquisitions law practice and new trends in corporate governance law and practice at the start of the new decade.

Mr. Monteverde graduated from California State University of Northridge (B.S. Finance) and St. Thomas University School of Law (J.D. cum laude). While at St. Thomas University School of Law, Mr. Monteverde was a staff editor of Law Review and the president of the law school newspaper.


Kirsten Jensen is a partner in the Firm’s Corporate Department, specializing in mergers and acquisitions. Her practice includes advising clients in public and private company mergers and acquisitions, joint ventures, leveraged buyouts, PIPEs and divestitures as well as general corporate matters. Ms. Jensen has been recognized by The Legal 500 US for her mergers &
acquisitions work.

Ms. Jensen has represented clients on transactions in a broad range of industries, including technology, biotech, renewable energy, healthcare, finance, consumer products, media, real
estate, aerospace and light industrial. Many of these transactions have cross-border elements.

Ms. Jensen’s work with private equity firms such as Elevation Partners, Riverwood Capital, Health Evolution Partners, Silver Lake and Hellman & Friedman.

Ms. Jensen’s joint venture experience includes, among other transactions.

She has also worked with investment banking clients such as JPMorgan and Goldman Sachs as financial advisors in various transactions.

Ms. Jensen authored the chapter on “Due Diligence in M&A and Securities Offerings” in the PLI publication Advising High-Technology Companies.

Ms. Jensen received her B.A. from Yale College in 1988 and her J.D. from Harvard Law School in 1991. She joined the Firm in 1996 and has been resident in the Simpson Thacher Palo
Alto office since 1999. Ms. Jensen is admitted to practice in New York and California.


Partner
Litigation

EXPERIENCE:

Former Chancellor William B. Chandler III is a partner at Wilson Sonsini Goodrich & Rosati, where he advises both public and private clients in connection with corporate governance matters, special committee assignments, internal investigations, and merger and acquisition transactions. He previously served on the firm's Policy Committee.

Mr. Chandler joined the firm from the Delaware Court of Chancery, the nation's leading court for corporate law cases, particularly those relating to change of control and other corporate law issues. He was appointed Chancellor in 1997, after serving as Vice Chancellor since 1989. Widely regarded as one of the country's most influential judges on issues of corporate law and governance, he issued more than a thousand opinions and presided over some of the most contentious and high-profile corporate law disputes in the country, including those involving The Walt Disney Company, Yahoo, Microsoft, Hewlett-Packard, eBay, Citigroup, Dow Chemical, and, most recently, the Air Products/Airgas dispute. Many of his rulings have become required reading for M&A and business law practitioners, and he has written and lectured widely on numerous critical corporate law issues.

Prior to his appointment to the Court of Chancery, Mr. Chandler served as resident judge of the Delaware Superior Court from 1985 to 1989. He previously was an associate with Morris, Nichols, Arsht & Tunnell and served as legal counsel to Pete duPont, the former governor of Delaware.

Earlier in his career, Mr. Chandler taught commercial law, legislative process, and remedies at the University of Alabama School of Law. He currently teaches law courses in Advanced Corporations at the University of Chicago, Vanderbilt, Ohio State, Washington University, and the University of Georgia.

In February 2014, Mr. Chandler was appointed by Delaware Governor Jack Markell to chair the Judicial Nominating Commission, a task force responsible for screening and recommending candidates to fill judicial vacancies on the Delaware bench. He is a member of the American Law Institute and a trustee of the Yale Center for Corporate Governance, the University of Delaware, and the Weinberg Center for Corporate Governance.

EDUCATION:

  • LL.M., Yale Law School, 1979
  • J.D., University of South Carolina School of Law, 1976
  • B.A., Philosophy and Political Science, University of Delaware, 1973

ASSOCIATIONS AND MEMBERSHIPS:

  • Chair, Judicial Nominating Commission
  • Member, Advisory Board, Weinberg Corporate Governance Center, University of Delaware
  • Fellow, American College of Governance Counsel
  • Honorary Chair, Advisory Board for the Adolf Berle Center on Corporations, Law and Society, University of Seattle School of Law
  • Member, Yale University Corporate Governance Center, Yale Law School
  • Member, Board of Trustees, University of Delaware
  • Member, Delaware Bar Association
  • Member, American Bar Association
  • Member, American Law Institute

HONORS:

  • Inducted in 2012 to the NACD Directorship 100 Corporate Governance Hall of Fame, an honor that recognizes the outstanding lifetime achievements of select individuals who have had a lasting influence on corporate governance and the boardroom community
  • Recognized among Lawdragon's "500 Leading Lawyers in America" for 2011-2015
  • Honored in the 2010 edition of the NACD Directorship 100, a listing of the most influential people in corporate governance
  • Recipient, 2010 Simeon E. Baldwin Award for Distinguished Achievement in Law and Business, Yale Law School Center for the Study of Corporate Law

SELECT PUBLICATIONS:

  • Author, "Thoughts on the North Dakota Publicly Traded Corporations Act of 2007," 84 North Dakota Law Review 1051, 2008
  • Author, "Hostile M&A and the Poison Pill in Japan: A Judicial Perspective," 2004 Columbia Business Law Review 45, 2004
  • Co-author with Chancellor Leo E. Strine, Jr., "The New Federalism of the American Corporate Governance System: Preliminary Reflections of Two Residents of One Small State," 15 University of Pennsylvania Law Review 953, 2003
  • Author, "On the Instructiveness of Insiders, Independents, and Institutional Investors," 67 University of Cincinnati Law Review 1083, 1999

SELECT SPEAKING ENGAGEMENTS:

  • Keynote Address, "Checking Up on Corporate Health: Preventative Care for Companies," Summit 2012 Directors & Officers Conference, Park City, Utah, December 6, 2012
  • Panelist, "Punting Peer Groups: Resolving the Compensation Conundrum," Weinberg Center for Corporate Governance, University of Delaware's Lerner College of Business and Economics, May 8, 2012

ADMISSIONS:

  • State Bar of Delaware
  • U.S. Court of Appeals for the Third Circuit
  • U.S. Supreme Court


Judge James L. ("Jim") Gale was appointed as a Special Superior Court Judge for Complex Business Cases and assigned to the North Carolina Business Court with chambers in the Elon Law School in Greensboro, North Carolina, on March 1, 2011, following Chief Business Court Judge Tennille's retirement.

Judge Gale received his undergraduate degree from Eckerd College and his law degree from the University of Georgia School of Law. He then served as law clerk to Hon. Franklin T. Dupree, Jr., United States District Court, Eastern District of North Carolina, after which he joined Smith Moore Leatherwood LLP, where he practiced for 35 years, at times resident in the firm's offices in Greensboro and Raleigh, North Carolina and Tampa, Florida. As a result, he was admitted to the State Bars of North Carolina, Georgia and Florida.  

While in practice, Judge Gale was active in various bar related groups, including the American Bar Association, North Carolina Bar Association, DRI, and the North Carolina Association of Defense Attorneys. He remains active in the North Carolina Bar Association and is a council member for the Antitrust, Trade Regulation and Complex Business Section. He serves as an adjunct professor at the Elon University School of Law.

While in practice, Judge Gale received a number of professional honors, including Best Lawyers in America, Legal Elite, Top Lawyers for Bet the Company Litigation as published by Corporate Counsel, North Carolina Super Lawyer, and an AV Rating by Martindale-Hubbell. He is a member of the American College of Business Court Judges, a Master in the Guilford Inn of Court, and a fellow of The Litigation Council of America.


Neal Potischman received his J.D. from Harvard Law School in 1998, where he served as an Editor of the Harvard Law Review. He received his B.A. (History and Political Science) from Swarthmore College, with distinction, in 1995. Prior to joining Davis Polk, he clerked for the Honorable Leonard B. Sand in the United States District Court for the Southern District of New York.

Neal is a litigation partner in Davis Polk's Menlo Park, California office. His practice focuses on class actions, particularly securities, consumer, and antitrust, as well as other high-stakes civil disputes. He has participated in and prepared multiple cases for trial.

Neal spearheads Davis Polk's West Coast securities litigation practice, regularly serving as the lead lawyer to companies and individuals in connection with high-stakes M&A matters and other disputes. He has represented individuals, financial institutions and other clients in connection with a variety of securities (including civil and SEC) assignments.

Neal has been involved in many of Davis Polk's most high-profile litigation matters of the past several years, including serving as one of the lead lawyers representing Pfizer in connection with the landmark denial of class certification in a litigation seeking $4.6 billion in damages for alleged false and deceptive promotion of the prescription drug Neurontin. He has also successfully represented T-Mobile in a variety of consumer class actions related to customer service agreements.  Neal has also litigated a number of civil and criminal antitrust matters.

In the acquisition context, Neal has served as counsel to the following entities and individuals, among others:

  • Palm and its directors in litigation relating to HP's acquisition of Palm;
  • Ingram Micro in connection with litigation relating to its acquisition of Brightpoint;
  • SMART Modular and certain of its directors relating to Silver Lake's acquisition of SMART;
  • Abbott Laboratories in connection with litigation relating to its acquisition of Advanced Medical Optics;
  • Blue Coat and its directors in connection with litigation regarding Blue Coat's acquisition by Thoma Bravo;
  • LoopNet and its directors in connection with the acquisition of LoopNet by CoStar;
  • Affymetrix in connection with litigation relating to its acquisition of eBioscience;
  • Equinix in connection with litigation relating to the acquisition of Switch & Data;
  • Roche in connection with litigation relating to its acquisition of Genentech;
  • AMIS Holdings in connection with its acquisition by ON Semiconductor;
  • MSC Software and its directors in connection with litigation relating to the acquisition of MSC by Symphony Technologies; and
  • Novafora in connection with litigation relating to its acquisition of Transmeta.


He has also represented Credit Suisse, Bank of America Merrill Lynch, Morgan Stanley, and Vector Capital in connection with acquisition-related disputes.

In recognition of the success he has achieved for his clients, Neal was named in 2012 and 2013 a California "Litigation Star" by Legal Media Group's Benchmark Litigation.


Randall J. Baron is a partner at Robbins Geller Rudman & Dowd LLP and specializes in securities litigation, corporate takeover litigation and breach of fiduciary duty actions.  For more than a decade, Mr. Baron has lead a team of lawyers who have been instrumental in shaping merger and acquisitions and breach of fiduciary duty litigation throughout the country.  Through his in-depth understanding of the law governing merger transactions and corporate fiduciaries, his ability to work under extreme time pressures, and his experience and willingness to take a case through trial, Mr. Baron has been responsible for obtaining hundreds of millions of dollars in additional consideration for public shareholders.

Formerly, Mr. Baron served as a Deputy District Attorney for Los Angeles County.  From 1990 to 1997, he was a trial deputy in numerous offices throughout Los Angeles and tried over 70 felony cases.  From 1994 to1997, Mr. Baron served in the Special Investigation Division, where he investigated and prosecuted public corruption cases.

HONORS & AWARDS

Attorney of the Year, California Lawyer, 2012
500 Leading Lawyers List, Lawdragon, 2011
Litigator of the Week, American Lawyer, October 7, 2011

EDUCATION

B.A., University of Colorado, Boulder, 1987
J.D., University of San Diego School of Law, 1990


Simona Strauss is Counsel in the Firm's Litigation Department in Palo Alto.

Ms. Strauss's areas of concentration are securities litigation, M&A litigation, government and internal investigations, and complex commercial disputes.  Ms. Strauss has significant experience with direct and derivative litigations related to mergers and acquisitions. Current and/or recent clients include Elevation Partners, Hellman & Friedman, and Silver Lake Partners.  In addition to defending companies and individuals in shareholder and derivative litigation, Ms. Strauss regularly represents clients (both domestic and foreign) involved in investigations conducted by the United States Securities and Exchange Commission. 

Ms. Strauss also has represented clients in various commercial matters. Among the clients she has represented, both in court and arbitration, and both at the trial and appellate levels, are certain former officers of Lehman Brothers, Goldman Sachs, JP Morgan, Morgan Stanley, Deutsche Bank, InfoSpace, SiRF, Duke Energy Trading and Marketing, Ingersoll-Rand Company, and Travelers. 

Ms. Strauss began practicing law in Simpson Thacher's New York office in 1996.  She is a member of the American Bar, New York State and California Bar Associations. Ms. Strauss received her J.D. with high honors from Duke University School of Law in 1996 and her B.A. with distinction in Political Science from Stanford University in 1993. She is admitted to practice in the state and federal district courts of California and New York.


Catherine Dearlove is a director of Richards, Layton & Finger, Delaware’s largest law firm. Vice chair of the firm’s Corporate Department, Catherine represents Delaware corporations, LLCs, limited partnerships, and their officers, directors, and managers in M&A disputes, derivative and class actions, and corporate control disputes. She also counsels her clients on complex corporate governance and fiduciary issues, and advises special committees in internal investigations and transactional matters.

A fellow of the American College of Governance Counsel, Catherine has been recognized for excellence in Chambers USA, The Lawdragon 500 Leading Lawyers in America, The Legal 500, The Best Lawyers in America, and Benchmark Litigation, including as one of Benchmark’s Top 250 Women in Litigation.

Catherine is a frequent panelist and speaker at professional conferences addressing issues of Delaware corporate law and governance. She earned a B.S.F.S., magna cum laude, from Georgetown University, and a J.D., with distinction, from Stanford Law School.


Christine S. Azar is the Chair of the Firm’s Corporate Governance and Shareholder Rights Litigation Practice. A longtime advocate of shareholder rights, Christine prosecutes complex derivative and transactional litigation in the Delaware Court of Chancery and throughout the United States.

In recognition of her accomplishments, Christine was most recently named one of the "25 Most Influential Women in Securities Law" by Law360. Chambers & Partners USA ranked her as a Leading Lawyer in Delaware, noting she is "well known for her knowledge of complex shareholder claims as well as M&A and other transactional work." Chambers’ sources also defined her as "terrific,” noting, “when it comes to Delaware law and corporate governance matters, Christine's advice and guidance is gold." In addition to her Chambers recognition, Christine was named a Leading Lawyer by The Legal 500 who described her as “smart, pragmatic and level-headed—a dedicated advocate who gets things done.” She was also featured on The National Law Journal's Plaintiffs' Hot List, named a Securities Litigation Star in Delaware by Benchmark Litigation, and one of Benchmark's Top 250 Women in Litigation for three consecutive years.

Christine’s caseload represents some of the most sophisticated litigation in her field. Currently, she is representing California State Teachers’ Retirement System as co-lead counsel in In re Wal-Mart Derivative Litigation. The suit alleges that Wal-Mart’s board of directors and management breached their fiduciary duties owed to shareholders and the company as well as violated the company’s own corporate governance guidelines, anti-corruption policy, and statement of ethics.

Christine has worked on some of the most groundbreaking cases in the field of M&A and derivative litigation. In In re Freeport-McMoRan Copper & Gold Inc. Derivative Litigation, she achieved the second largest derivative settlement in the Delaware Court of Chancery history, a $153.75 million settlement with an unprecedented provision of direct payments to stockholders by means of a special dividend. As co-lead counsel in In re El Paso Corporation Shareholder Litigation, which shareholders alleged that acquisition of El Paso by Kinder Morgan, Inc. was improperly influenced by conflicted financial advisors and management, Christine helped secure a $110 million settlement. Acting as co-lead counsel in In re J.Crew Shareholder Litigation, Christine helped secure a settlement that increased the payment to J.Crew's shareholders by $16 million following an allegedly flawed going-private transaction. Christine also assisted in obtaining $29 million in settlements on behalf of Barnes & Noble investors in In re Barnes & Noble Stockholders Derivative Litigation which alleged breaches of fiduciary duties by the Barnes & Noble management and board of directors. In In re The Student Loan Corporation, Christine was part of the team that successfully protected the minority shareholders in connection with a complex web of proposed transactions that ran contrary to shareholders' interest by securing a recovery of nearly $10 million for shareholders.

Acting as co-lead counsel in In re RehabCare Group, Inc. Shareholders Litigation, Christine was part of the team that structured a settlement that included a cash payment to shareholders as well as key deal reforms such as enhanced disclosures and an amended merger agreement. Representing shareholders in In re Compellent Technologies, Inc. Shareholder Litigation, regarding the proposed acquisition of Compellent Technologies Inc. by Dell, Inc., Christine was integral in negotiating a settlement that included key deal improvements including elimination of the "poison pill" and standstill agreement with potential future bidders as well as a reduction of the termination fee amount. In In re Walgreen Co. Derivative Litigation, Christine negotiated significant corporate governance reforms on behalf of West Palm Beach Police Pension Fund and the Police Retirement System of St. Louis, requiring Walgreens to extend its Drug Enforcement Agency commitments in this derivative action related to the company's Controlled Substances Act violation.

In addition to her active legal practice, Christine serves as a Volunteer Guardian Ad Litem in the Office of the Child Advocate. In this capacity, she has represented children in foster care in the state of Delaware to ensure the protection of their legal rights. Christine is also a member of the Advisory Committee of the Weinberg Center for Corporate Governance of the University of Delaware.

Christine received her J.D., cum laude, from the University of Notre Dame Law School, and she earned her B.A. from James Madison University.


Joseph A. Grundfest is the William A. Franke Professor of Law and Business at Stanford Law School and Senior Faculty at the Rock Center on Corporate Governance at Stanford University. He joined Stanford's faculty in 1990 after having served for more than four years as a Commissioner of the United States Securities and Exchange Commission. While at the SEC, Professor Grundfest dealt extensively with matters related to capital markets, finance, enforcement of federal securities laws, corporate governance, takeover regulation, market volatility, and internationalization of U.S. capital markets.

Professor Grundfest's scholarship in the areas of corporate law, securities regulation, and litigation has been published in the Harvard, Yale, and Stanford Law Reviews. The National Law Journal has listed Professor Grundfest as among the nation’s 100 most influential attorneys, Directorship has listed him as among the 100 most influential leaders in corporate governance, and California Lawyer has listed him as among the top 10 lawyers in California. Prior to joining the SEC, Professor Grundfest served as counsel and senior economist for legal and regulatory matters at the President's Council of Economic Advisors. An attorney and economist, Professor Grundfest has also practiced law with Wilmer, Cutler & Pickering, and has served as an economist with the Brookings Institution and the Rand Corporation.

Professor Grundfest holds a bachelor's degree in economics from Yale University (1973) and completed the M.Sc. program in mathematical economics and econometrics at the London School of Economics (1972) (no degree awarded). His law degree is from Stanford (1978) where he also completed all requirements for a doctorate in economics but for the dissertation (1978).

Professor Grundfest is founder and director of Directors’ College at Stanford Law School, and principal investigator for Stanford Law School’s Securities Litigation Clearinghouse. He has served on the New York Stock Exchange's Legal Advisory Board, on the NASDAQ Legal Advisory Committee, on a rules committee of the United States District Court for the Northern District of California, on the SEC’s Advisory Committee on Improvements to Financial Reporting, and has been elected to membership in the American Law Institute. Professor Grundfest has been selected as a National Fellow by the Hoover Institution, has been awarded a John M. Olin Faculty Fellowship, and is an Adjunct Scholar of the American Enterprise Institute. Professor Grundfest is admitted to practice in California and in the District of Columbia.

Professor Grundfest has twice received the John Bingham Hurlbut Award for Excellence in Teaching as well as the Associated Students of Stanford University award as the best professor at the Stanford Law, Business, and Medical Schools. Professor Grundfest is also co-founder and director of Financial Engines, Inc., and director of KKR Management LLC, the general partner of KKR & Co. L.P. In addition, he is chairman of the board nominating committee of the NASDAQ Stock Market, and is a former director of Oracle Corp.


Judge Kleinberg retired from the Superior Court of California in April 2014 after 12 years of service. Since then he has served as a neutral with JAMS based in both the San Francisco and Silicon Valley offices handling arbitration, mediation, mock trials and appeals, and special federal and state court assignments, such as discovery referee and special master. During his last three years on the bench he supervised the Complex Civil Litigation department. After graduating from the University of Michigan Law School Judge Kleinberg was a Trial Attorney with the U.S. Department of Justice, Antitrust Division. In 1969 he entered commercial litigation practice with a firm in San Francisco and in 1983 joined McCutchen, Doyle, Brown & Enersen (later Bingham Mccutchen) as a litigation partner in San Jose, Palo Alto, and San Francisco. In practice he handled major commercial cases in courts throughout the United States, Europe, and Asia. In 2013 he was named "Outstanding Jurist" by the Santa Clara County Bar Association, and in 2014 he was named "Trial Judge of the Year" by the Santa Clara County Trial Lawyers Association. He serves as co-ombudsperson in a program initiated by the U.S. District Court, Northern District of California and is a past-President and currently a Director of the Association of Business Trial Lawyers, Northern California and the William A. Ingram Inn of Court. And Judge Kleinberg was Chair of the California State Bar's Litigation Section. He is a regular panelist for PLI and the Sedona Conference, and was designated a Holton Teaching Fellow at the Haas School of Business, University of California at Berkeley.


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


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

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


Listed as one of the "Most Influential Women in Bay Area Business" by the San Francisco Business Times in 2012, Priya Cherian Huskins is a partner at Woodruff-Sawyer & Co., a full-service insurance brokerage and risk management consulting firm headquartered in San Francisco, CA. Priya is a recognized expert in D&O liability risk and its mitigation. In addition to consulting on D&O insurance matters, she counsels clients on corporate governance matters, including ways to reduce their exposure to shareholder lawsuits and regulatory investigations.

Priya is a frequent speaker nationally and internationally on D&O issues and a regular guest lecturer at Stanford's Annual Directors' College, among others. She has authored articles for publications as diverse as the Directors & Boards, Stanford Law Review, and Insurance Journal.

 Priya is on the board of directors of Realty Income Corporation, The Monthly Dividend Company®, (NYSE: O), where she serves on the Strategic Planning Committee and is the chair of the Corporate Governance and Nominating Committee. She is also on the advisory board of the Stanford Rock Center for Corporate Governance as well as the board of directors of the National Association of Corporate Directors, Silicon Valley Chapter.

Priya began her career as a corporate and securities attorney at Wilson Sonsini Goodrich & Rosati (WSGR), one of Silicon Valley's leading law firms. At WSGR, Priya worked with public and private companies through all stages of their development, including IPOs, ongoing public reporting and M&A transactions.

A member of the California Bar, Priya earned her undergraduate degree with high honors from Harvard University. She was awarded her juris doctorate with honors from the Law School at the University of Chicago, where she was managing editor of the University's Legal Forum publication. Following law school, Priya was a law clerk to the Honorable Judge Frank Magill of the United States Court of Appeals for the Eighth Circuit.

Priya can be reached at 415-402-6527 or phuskins@wsandco.com


Senior Faculty, Arthur and Toni Rembe Rock Center for Corporate Governance; Professor (by courtesy) of Finance, Graduate School of Business Robert M. Daines is the Pritzker Professor of Law and Business and Co-Director of the Rock Center on Corporate Governance at Stanford. His research focuses on the intersection between law and finance, including CEO pay, corporate governance, mergers and acquisitions, mandatory disclosure regulations, IPOs, shareholder voting and takeover defenses. Professor Daines' work has appeared in such top publications as the Journal of Financial Economics, the Journal of Law, Economics and Organization, and The Yale Law Journal. His research has also been covered by The Economist, The New York Times, The Wall Street Journal, Financial Times, Forbes, Fortune, and other media.

Before entering academia, he was an investment banker at Goldman Sachs, where he advised firms on bank and bond financings. He is also Professor of Finance (by courtesy) at the Stanford Graduate School of Business. He clerked for Judge Ralph K. Winter of the U.S. Court of Appeals for the Second Circuit.

Prof. Daines was awarded the 2012 John Bingham Hurlbut Award for Excellence in Teaching.

Key Works

  • Robert M. Daines, Ian D. Gow and David F. Larcker, Rating the Ratings: How Good Are Commercial Governance Ratings?, 98 Journal of Financial Economics 439 (2010).
  • Robert M. Daines and Michael Klausner, Economic Analysis of Corporate Law, in The New Palgrave Dictionary of Economics, Lawrence E. Blume and Stephen Durlauf, eds., New York: Macmillan, 2nd ed., 2008.
  • Robert M. Daines, Does Delaware Law Improve Firm Value?, 62 Journal of Financial Economics 525-558 (2001).
  • Robert M. Daines and Michael Klausner, Do IPO Charters Maximize Firm Value? Antitakeover Protection in IPOs, 17 Journal of Law, Economics, & Organization 83-120 (April 2001).


The Honorable John W. Noble joined the Delaware Court of Chancery in November 2000. 

 Vice Chancellor Noble is a graduate of Bucknell University (B.S. in Ch. E., magna cum laude, 1972) and the University of Pennsylvania Law School (J.D., cum laude, 1975), where he was an Editor of its Law Review and elected to the Order of the Coif. Following law school, he clerked for the Chief Judge of the United States District Court for the District of Delaware. From 1977 until his appointment, he was a principal in Parkowski, Noble & Guerke, P.A., in Dover, Delaware. 


Kieran P. Hughes is Vice President of Financial Lines Claims at AIG.  In this role, he is responsible for supervising and handling Directors & Officers Liability Claims for National Accounts including global claims.  This oversight includes shareholder class actions, collective actions including securities cases, derivative cases, M&A and employment practices liability claims.  Kieran joined AIG in 2003 and has served in positions of increasing responsibility during his tenure.  Prior to joining AIG, Kieran spent 17 years practicing law, during which time he earned the designation of Certified Civil Trial Attorney.  He also served a judicial clerkship in the Superior Court of New Jersey.  Kieran holds B.A. degrees in Journalism, English Literature and Political Science from Rutgers University and a J.D. from Seton Hall University.  He is a frequent speaker on a variety of topics but most prominently Directors & Officers Liability, D&O Trends & Developments, Mergers & Acquisitions, Current Trends, Issues and Significant Developments in Employment Law, Social Media, Customer Service and Public Speaking.


Ken is a member of Morris Nichols’ Corporate and Business Litigation Group. His practice focuses on cases involving mergers and acquisitions, control contests and and shareholder class and derivative actions. He also advises corporate clients and boards of directors with respect to litigation and transactional matters including structuring of corporate transactions, defensive mechanisms and representation of special negotiating committees and special litigation committees.

Ken has participated as acted as lead or co-counsel in many of the seminal cases involving Delaware corporate law, for clients such The Dow Chemical Company, 3M Company, Barclay's Bank Delaware, FedEx Corporation, Oracle Corporation, Allergan, Inc., Air Products and Chemicals, Inc. and KFC Corporation. Ken has also advised Special Committees of the Boards of companies such as Ralph Lauren Corporation, TripAdvisor, Inc. Massey Corporation and MoneyGram International, Inc.

Ken is a Fellow of the American College of Trial Lawyers. He has been recognized annually since 2002 in Chambers USA where he is ranked in the top band of Court of Chancery litigators.

Practice Areas

Corporate and Business Litigation

Education

  • J.D., 1981, New York University School of Law
  • Member, New York University Review of Law and Social Change, 1980-1981
  • B.A., 1978, Haverford College
Admissions to Practice
  • Delaware, 1981
  • U.S. District Court for the District of Delaware, 1982
  • U.S. Court of Appeals for the Third Circuit, 1987
  • U.S. Supreme Court, 2010