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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.


GREGORY P. WILLIAMS primarily represents corporations and their directors and offi cers. He provides non-litigation advice and counseling to his clients and represents them in courts in Delaware and across the country. Greg also represents committees of boards of directors formed to negotiate transactions or investigate alleged corporate wrongdoing.

Greg is chair of the fi rm’s Corporate Department, which includes the Corporate Litigation Group. He served as president of the fi rm from July 2006 to June 2008 and as executive vice president from July 2003 to June 2006.

The author of numerous articles regarding corporate law, Greg serves on the board of editors of The M&A Lawyer. He was recently featured in articles published in Super Lawyers and Lawdragon.

Representative Experience 2011-2013 Representations

  • The New York Stock Exchange and its directors in litigation challenging the proposed NYSE-ICE merger
  • Directors of Dell Inc. in litigation relating to the proposed going-private transactions
  • Offi ce Depot in connection with its proposed merger with Offi ce Max
  • Honeywell in litigation relating to its acquisition of Intermec
  • Successfully represented Barnes & Noble founder Leonard Riggio in a trial in the Court of Chancery involving allegations of breach of fi duciary duty in connection with a proxy contest
  • A special committee of Crown Media (a Hallmark affl iliate)
  • Nvidia in litigation against Intel
  • Special committee of the board of Norfolk Southern
  • Special committee of J. Crew
  • 3G in litigation regarding its acquisition of Burger King
  • Bucyrus in litigation regarding its acquisition by Caterpillar
  • GE Healthcare in litigation regarding its acquisition of Clarient
  • Unilever in litigation involving its acquisition of Alberto Culver

Prior Representations

  • Represented directors of The Walt Disney Company in a 2½-month successful trial in the Court of Chancery and successfully arguing the appeal before the Supreme Court of Delaware
  • Successfully defended an application to enjoin the $4 billion acquisition of Checkfree Corporation by Fiserv, Inc.
  • Successfully defended an application to enjoin the acquisition of WCI Steel, Inc.
  • Successfully defended Citigroup Inc. CEO and directors from personal liability for the disastrous consequences of their heavy investments in subprime loans and securities. Since Citigroup and most of the banks and fi nancial services industry fi rms that have foundered in the recent fi scal storm are chartered in Delaware and play by its corporate governance rules, the decision of the infl uential Chancery Court is expected to have a wide impact.
  • Successfully represented the Insurance Commissioner of Delaware in proceedings in the Court of Chancery challenging the Commissioner’s ability to implement, through workers’ compensation insurance rate- making, legislatively created medical care cost savings

Publications

  • ”Chancery Arbitrations after Year One: Annotated New Form,” ABA, August 16, 2012
  • Super Lawyers Attorney Spotlight - Delaware Corporate Litigator Greg Williams Represents Business Titans,” Super Lawyers, 2012
  • “Director Liability: From Van Gorkom to Southern Peru and Beyond,” Insights, April 2012
  • “Notice, Cooperation, and Consent: Common Insurance Issues Arising in Delaware Deal Litigation,” Insights, February 2012
  • “Arbitration in the Delaware Court of Chancery,” Insights, July 2011
  • “Court of Chancery Clarifi es the Reach of Revlon in Mixed Consideration Deals,” The M&A Lawyer, June 2011
  • “Poison Pills - How Effective Is Too Effective?,” The M&A Lawyer, September 2010
  • “What You Don’t Say Can Hurt You: Delaware’s Forthright Negotiator Principle,” Insights, February 2008
  • Contributor, Meetings of Stockholders, R. Franklin Balotti and Jesse A. Finkelstein
  • Featured in Lawdragon

Professional Recognition

  • American College of Trial Lawyers Fellow
  • Litigation Counsel of America Fellow
  • Chambers USA
  • Benchmark Litigation
  • The Best Lawyers in America, “Bet the Company Litigator,” since 2009
  • Lawdragon 500 Leading Lawyers in America, since 2008
  • Super Lawyers, Top 10 in Delaware since 2007; No. 1 in Delaware in 2011
  • Who’s Who Legal
  • Delaware Today, “Top Lawyer,” 2013, 2010
  • The Legal 500

 Leadership

  • American College of Trial Lawyers Fellow
  • Court of Chancery Rules Committee, Chair, appointed by the Chancellor of the Delaware Court of Chancery, 2008-present
  • Litigation Rules Committee of the Delaware Supreme Court, Chair, 1996- 2008
  • Chair, Corporate and Securities Law Subcommittee, United States Law Firm Group, 1995-2003
  • PLI annual seminar, “What All Business Lawyers Must Know About Delaware Law Developments,” New York, NY, Co-Chair, 2006-present
  • Annual seminar, “Federal Securities Institute,” Miami, FL, Co-Chair, 2009-present

Education

  • J.D., College of William & Mary School of Law, William and Mary Law Review, 1982
  • B.A.A.S., cum laude, University of Delaware, 1979

Admitted to Practice

  • Delaware
  • United States Court of Appeals Third Circuit
  • United States District Court, District of Delaware


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.


LAWRENCE A. HAMERMESH is the Ruby R. Vale Professor of Corporate and Business Law at Widener Law Delaware, where he teaches business organizations, securities regulation, and professional responsibility.  A graduate of Haverford College (1973) and Yale Law School (1976), he practiced law with Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware from 1976 to 1994.

Since 1995 Prof. Hamermesh has been a member 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), and served as Chair of the Council from 2002 to 2004. 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 Section of Business Law (responsible for the drafting and revision of the Model Business Corporation Act), and served from 2001 to 2007 as 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:  Director Nominations, 39 Delaware Journal of Corporate Law 117 (2014); Putting Stockholders First, Not the First-Filed Complaint (69 The Business Lawyer 1 (2013) (with Leo E. Strine, Jr. and Matthew C. Jennejohn); Who Let You Into the House?, Wisc. L. Rev. 359 (2012); Delaware Corporate Law and the Model Business Corporation Act: A Study in Symbiosis, 74 Duke J. L. and Cont. Prob. 107 (2011) (with Leo E. Strine, Jr. and Jeffrey M. Gorris); 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).


Pamela S. Tikellis is a co-founder of Chimicles & Tikellis LLP and serves on 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.

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, one of the largest common funds 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.

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 Corporation’s 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.

Ms. Tikellis serves 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.  In early 2015, the parties agreed to the terms of an approximate $154 million settlement which, as a first of its kind in history, will provide for the vast majority of the $154 million to be paid directly to the stockholders in the form of a dividend. 

Ms. Tikellis is a frequent lecturer on issues of Delaware corporate law, ethics and Court of Chancery procedures in various forums. 

Named repeatedly in Chambers and Partners as a Leading Individual, Ms. Tikellis is known as “an experienced member of the Delaware Bar and is well thought of for her plaintiff-side litigation expertise.  She advises on and appears in transactional cases and antitrust and securities fraud disputes.”

Practice areas:

  • Corporate Mismanagement & Shareholder Derivative Action
  • Mergers & Acquisitions
  • Securities Fraud

Education:

  • Widener University School of Law, J.D., 1982
    • Delaware Journal of Corporate Law, Managing Editor
  • Graduate Faculty of the New School for Social Research, Master’s in Psychology, 1976
  • Manhattanville College, B.S., 1974

Memberships and Associations:

  • Delaware Bar Association
  • American Bar Association (Litigation and Business Sections)

Admissions:

  • Delaware
  • District of Delaware
  • Third Circuit Court of Appeals

Honors:

  • 1994-2012 Member of the Board of Bar Examiners of the Supreme Court of the State of Delaware, Chair from 2010-2012
  • Historical Society of the Court of Chancery by Order of the Delaware Supreme Court, Director and Officer
  • The Delaware Bar Admission Study Committee by Order of the Delaware Supreme Court, Member
  • 1989-1992 Delaware Bar Association Ethics Committee, Chairman
  • 2011, 2012, 2013 and 2014 Chambers USA – Ranked As Leading Individual
  • 2012, 2013 and 2014 Best Lawyers
  • 2007 through present – Named Delaware Super Lawyer
  • Member, Richard N. Rodney Inn of Court
  • Martindale Hubbell – AV rated


Paula Anderson is a partner in the firm’s Litigation Group.  Her practice encompasses a wide range of areas, including M&A-related litigation, cross-border commercial disputes, FCPA investigations, anticorruption transactional due diligence, bankruptcy litigation, antitrust, and international arbitration.  Her clients have included global leaders in the finance, insurance, automotive, telecommunications, oil and gas, engineering, media and entertainment, and manufacturing industries.  Ms. Anderson has taught Advanced Trial Advocacy Training programs for prosecutors at the United Nations International Criminal Tribunal for Rwanda, and at the International Criminal Court.  Prior to joining the firm, Ms. Anderson served as a judicial clerk to the Honorable Diane Lebedeff, New York Supreme Court in 1999, and the Honorable Donna Mills, Civil Court of Manhattan, New York in 1998.  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. 

Recent Experience Includes Representation of:

  • Synthes, Inc. and its directors in a shareholder class action challenging the company’s $20 billion acquisition by Johnson & Johnson
  • Liberty Global, Inc. in a putative shareholder class action challenging the company’s $23 billion acquisition of Virgin Media, Inc.
  • The Special Committee of the Board of Directors of China Security and Surveillance Technology, Inc. in a putative shareholder class action challenging a proposed going private transaction
  • The Special Committee of the Board of Directors of China Fire and Security Group, Inc. in a putative shareholder class action challenging a proposed going private transaction
  • Daimler AG in a fraudulent conveyance action by Chrysler’s creditors based on Daimler’s divestiture of 80% of its interest in
  • Chrysler in a 2007 transaction with Cerberus Capital Partners
  • BCE Inc. in creditor derivative litigation involving corporate governance and fiduciary duty issues
  • Sun Pharmaceutical Industries Ltd in a pre-merger dispute with Taro Pharmaceutical Industries

Education

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


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.)


Srinivas M. Raju focuses his practice on corporate advisory, corporate governance, transactional, and complex litigation matters relating to Delaware corporations and alternative entities.  Vice chair of the Corporate Department and also a member of the Business Department, 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.

A frequent speaker on fiduciary duty and governance issues, particularly with respect to Delaware alternative entities, Srini 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. Earlier in his career, prior to entering law school, Srini was an accountant and obtained certification as a certified public accountant.

Experience

Representative Transactional and Special Committee Experience

  • Represented the Conflicts Committee of Niska Gas Storage Partners LLC in connection with proposed acquisition of Niska by Brookfield Infrastructure that was announced in June 2015
  • Represented the Conflicts Committee of EQT Midstream Partners, L.P. in connection with its acquisition of the Northern West Virginia Marcellus Gathering System from EQT Corporation in March 2015, the Jupiter Gathering System from EQT Corporation in April 2014, and of the Sunrise Pipeline from EQT Corporation in July 2013
  • Represented the Conflicts Committee of Targa Resources Partners in connection with its acquisition of Atlas Pipeline Partners in February 2015
  • Represented the Conflicts Committee of Access Midstream Partners in connection with a $50 billion business combination with Williams Partners in January 2015
  • Represented the Conflicts Committee of PAA Natural Gas Storage, L.P. in connection with going private transaction by Plains All American Pipeline
  • Represented Conflicts Committee of Inergy, L.P. in connection with a $7 billion business combination involving Inergy, L.P., Inergy Midstream, L.P. and Crestwood Midstream Partners LP in May 2013   
  • Represented Conflicts Committee of Niska Gas Storage Partners LLC in connection with an equity restructuring transaction in April 2013 in which Niska’s existing incentive distribution rights and subordinated units were combined and restructured as a new class of incentive distribution rights
  • Represented Conflicts Committee of Access Midstream Partners in connection with the acquisition of over $2.1 billion of assets from Chesapeake Corporation and the strategic investment in Access Midstream by The Williams Companies and Global Infrastructure Partners in December 2012
  • Represented the Conflicts Committee of Targa Resources Partners in connection with numerous transactions by which Targa acquired various assets from an affiliate of its general partner
  • Represented the Conflicts Committee of Global Partners in connection with Global Partners entering into an agreement with an affiliate of its general partner in November 2011 to acquire a network of retail gasoline stations and related assets
  • Represented the conflicts committee of Chesapeake Midstream Partners in connection with numerous transactions by which Chesapeake Midstream acquired various assets from an affiliate of its general partner
  • Represented the conflicts committee of Penn Virginia Resource Partners in connection with a combination with its affiliate, Penn Virginia GP Holdings, that resulted in a simplification of its capital structure
  • Represented Conflicts Committee of Magellan Midstream Partners in connection with a simplification transaction involving Magellan Midstream Holdings
  • Represented Conflicts Committee of Pacific Energy Partners in connection with the acquisition of Pacific Energy Partners by Plains All-American Pipeline
  • Represented Board of Directors of Security Capital Corporation in connection with sale of company through full auction process and in litigation challenging sale transaction
  • Represented Lazard in connection with its initial public offering and related transactions
  • Represented Special Committee of AMC Entertainment, Inc. in connection with going-private transaction

Representative Litigation Experience

  • Successfully defended Conflicts Committee of Inergy, L.P. in opposing an application for a preliminary injunction to enjoin the transaction by which Inergy would acquire its general partner in order to simplify its capital structure
  • Successfully defended Conflicts of Committee of Encore Energy Partners in litigation challenging the sale of Encore to Vanguard National Resources LLC
  • Successfully defended Attachmate Corporation in connection with a lawsuit by a stockholder of Novell, Inc. that Attachmate acted wrongfully in connection with its acquisition of Novell
  • Lead counsel in litigation in Delaware Court of Chancery involving dissolution and winding up of GE Capital financed oil and gas limited partnership
  • Successfully defended publicly traded bank holding company in opposing temporary restraining order to enjoin merger transaction in the Delaware Court of Chancery

Publications

  • Special Committees: Law and Practice, LexisNexis, June 25, 2014   View >
  • "Fiduciary Duties in the Alternative Entity Context," ABA, August 16, 2012   View >
  • "Delaware Alternative Entities and the Implied Covenant of Good Faith and Fair Dealing Under Delaware Law," 60 Bus. Law 1469, August 2005
  • "A Process - Based Model for Analyzing Deal Protection Measures," 55 Bus. Law 1609, August 2000

Presentations

  • "67th Annual Oil & Gas Law Conference," February 18, 2016
  • "2015 PLUS Directors and Officers Liability Symposium," February 4, 2015
  • "10th Annual Mergers and Acquisitions Institute - The University of Texas at Austin," October 16, 2014
  • "Delaware Law Developments 2014: What All Business Lawyers Need to Know," May 28, 2014
  • "Drafting Contractual Fiduciary Duties in LLC Agreements - New Developments and Best Practices," October 17, 2013
  • "Delaware Corporate Law Video Update," June 2013   View >
  • "Delaware Law Developments 2013: What All Business Lawyers Need to Know," May 29, 2013
  • "Delaware Corporate Law Video Update," March 2013   View >
  • "Delaware Corporate Law Webinar," November 2011   View >
  • "Lyin', Cheatin' and M&A Stealin': Negotiating the Fraud Exception," October 13, 2011
  • "Recent Developments in the Delaware Courts," October 5, 2011
  • "29th Annual Business Law Institute," October 22, 2010
  • "University of Texas' School of Law's 6th Annual Mergers and Acquisitions Institute," September 30, 2010
  • "Delaware Law Developments 2010: What All Business Lawyers Need to Know," May 6, 2010

Awards

  • Chambers USA
  • Benchmark Litigation 
  • The Best Lawyers in America
  • Best Lawyers’ Wilmington, DE Business Organizations Lawyer of the Year, 2015
  • Lawdragon
  • Super Lawyers
  • The Legal 500

Education

  • J.D., cum laude, Georgetown University Law Center, 1994
  • B.S., Indiana University, 1990

Admitted to Practice

Delaware


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 30 years, and, during that time, has litigated some of the landmark cases regarding corporate governance issues, mergers and acquisitions, stockholders' rights and numerous other matters involving corporate and securities litigation.  He is an expert on corporate defense.  He has written extensively on topics ranging from white-collar crime, corporate governance, mergers and acquisitions and stockholder derivative suits, and is a regular lecturer at the Harvard Business School and the Harvard Law School.

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.  During 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.


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 consent solicitations, 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 companies such as Tory Burch LLC, eBay, Inc., Berkshire Hathaway, Inc., Google Inc., Facebook, Inc., Caremark, Inc., Air Products and Chemicals, Inc., ConAgra Foods, Inc., Regal Entertainment Group, GlaxoSmithKline PLC, Netflix, Inc., and United Technologies Corporation.  He also has represented many private equity firms in litigations in Delaware arising from M&A transactions, including Texas Pacific Group, Kohlberg Kravis & Roberts, Apollo, Bain Capital, Francisco Partners, Golden Gate, Insight Venture Partners, Vista, and Sun Capital Partners, Inc.

Bill has been appointed by the judges on the Court of Chancery to several roles, including his current service as Chair of the Court of Chancery Rules Committee, and previous service as a Special Master in the Court of Chancery.  By appointment of the Delaware Supreme Court, Bill currently serves on the Supreme Court Rules Committee, and 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 Board for the John L. Weinberg Center for Corporate Governance, Alfred Lerner College of Business & Economics, University of Delaware.  He has published a number of articles and contributed chapters on appraisal rights and inspection of corporate/partnership books and records to a major corporate law treatise.  He is also a regular presenter before business and professional audiences on Delaware corporate law, and has been a guest instructor at M&A law classes at the University of Pennsylvania, Stanford University, New York University, Harvard University, Columbia University and The Dickinson School of Law of the Pennsylvania State University.

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: Guide to America’s Leading Lawyers, 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 Winn-Dixie Stores, Inc. in a merger between Winn- Dixie and BI-LO LLC in which BI-LO, a portfolio company of Lone Star Funds, acquired Winn-Dixie in a transaction valued at approximately $560 million;
  • 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 has been recognized in recent years 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.

PRACTICES

Corporate

Corporate Governance

Mergers & Acquisitions

Litigation

Arbitration

EDUCATION

J.D., Georgetown University Law Center, 1975

B.A., University of Pennsylvania, 1971 cum laude

CLERKSHIP

Hon. H. Curtis Meanor, U.S. District Court, District of New Jersey

RECOGNITION

Lawdragon “500 Leading Lawyers in the United States”


Mr. O'Toole is a partner in the firm's Business Group. He concentrates his practice on corporate and business transactions, particularly the structure and use of Delaware business entities, including corporations, limited liability companies, partnerships (general and limited) and statutory trusts. He oftenserves 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 of the Council of the Corporation Law Section of the Delaware State Bar Association. He also sits on the drafting committee responsible for the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act and the Delaware Revised Partnership 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. He also serves on the legislative committee of the Delaware Captive Insurance Association.

Matt is co-author of Symonds & O'Toole on Delaware Limited Liability Companies, published by Wolters Kluwer Law & Business/Aspen Publishers. 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, published by 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 and M&A lawyers in Delaware by Chambers & Partners.

EDUCATION

College of William & Mary, Marshall-Wythe School of Law, J.D.

Fordham University, M.A.

Fordham University, B.A., summa cum laude


Brad Davey's practice focuses primarily on business and corporate litigation in the Court of Chancery.

Brad represents directors, stockholders and special committees in corporate governance and mergers and acquisition litigation involving a broad range of industries including communications, software, energy, private equity and financial institutions.

REPRESENTATIVE MATTERS

Represented El Paso Corporation in a suit by unitholders of El Paso Pipeline Partners alleging breach of fiduciary duty in connection with the sale of El Paso to Kinder Morgan

Represented Ecolab in connection with appraisal proceeding related to its acquisition of Nalco

Represented a special committee of directors of Quest Software in connection with the sale of the company to Dell and related stockholder litigation

Represented the former directors of El Paso Corporation in stockholder litigation challenging Kinder Morgan’s acquisition of the company

Represented the former directors of Massey Energy Company in connection with the acquisition of Massey by Alpha Natural Resources and related stockholder litigation Represented major financial institutions in connection with Apollo's abandoned acquisition of Huntsman Chemical Corporation

BAR & COURT ADMISSIONS

Delaware New York District of Columbia

PROFESSIONAL ACTIVITIES & HONORS

American Bar Association New York State Bar Association


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


Michael S. Hong is a partner in the Corporate Department and a member of the firm's Private Funds Group. Michael focuses his practice on the formation of a variety of private investment funds, including buyout funds, hedge funds, hybrid funds, credit funds, distressed debt funds and funds of funds. He has experience with the development and negotiation of the organizational documents of such funds, their managed accounts, the preparation of their offering materials and the development of their fund-raising strategies.

Michael obtained his joint J.D./M.B.A. from the University of Toronto's Faculty of Law and Joseph L. Rotman School of Management. He was awarded the Gerald W. Schwartz Gold Medal upon his graduation from the Faculty of Law and was a Dean's List student during his time at the Joseph L. Rotman School of Management. Michael also served as a senior editor of the University of Toronto Faculty of Law Review.


EXPERIENCE


His private investment fund formation clients have included:
  

  • Apollo Global Management;
  • Avenue Capital;
  • BlackRock;
  • Fortress Group;
  • GSO / Blackstone;
  • Harvest Partners;
  • Oak Hill Advisors;
  • Oak Hill Capital Management;
  • Reservoir Capital; and
  • Wicks Group.

Michael speaks and writes articles about developments in the private funds industry. Most recently, he was a guest speaker at an event hosted by the Alternative Investment Financial Executives Association (AIFEA) and was a panelist at the Yale School of Management Private Equity Club's 10th Annual Private Equity Conference. Michael also contributes to the firm's Investment Management News: Market and Legal Update quarterly newsletter.

Michael also has extensive experience with transactions involving sales, purchases and joint ventures of a variety of alternative investment asset managers. His past representations include:

  Affiliated Managers Group in its acquisition of private equity fund of funds manager, Pantheon Ventures, for approximately $775 million;   

  The spin-out of approximately 75 former Lehman Brothers professionals in the formation of their new hedge fund

  R3 Capital Partners, and its subsequent acquisition by BlackRock;

  Ore Hill, a U.S. based credit specialist fund manager, in a sale of 50 percent of its interests to Man Group; and

  Abu Dhabi Investment Authority in its acquisition of an interest in Apollo Global Management.


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.