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Delaware Law Developments 2014: What All Business Lawyers Need to Know


Speaker(s): Eric Feldman, Gregory P. Williams, Henry E. Gallagher, Jr., Hon. J. Travis Laster, John D Hendershot, John K. Villa, Louis G Hering, Marcus E. Montejo, Mark Lebovitch, Matthew J. O'Toole, Matthew Solum, Pamela S. Tikellis, Paula Howell Anderson, Robert S Saunders, Ross Fieldston, Srinivas M. Raju, Stephen E Jenkins, Stephen P. Lamb, Stuart M. Grant, T. Brad Davey, Theodore N. Mirvis
Recorded on: May. 28, 2014
PLI Program #: 51333

Lou is a partner in the Firm’s Commercial Law Counseling Group. He is actively involved in the organization and structuring of all forms of Delaware alternative entities. His practice includes mergers and acquisitions, with an emphasis on structures involving alternative entities, and the delivery of third-party legal opinions in connection with the full spectrum of Delaware contracts.

He works with private equity, hedge and mutual funds in connection with their formation and operation including, TPG Capital, Goldentree Asset Management, OppenheimerFunds, Inc., Prudential Mutual and BlackRock. He also regularly represents sponsors and conflicts committees of master limited partnerships, including Enterprise Products Partners, Enbridge Energy Partners, Kinder Morgan Energy Partners, EQT and Tallgrass Energy Partners.

Active in Delaware and national legal associations, Lou serves as chair of the Partnership and Limited Liability Company Committee of the Corporate Law Section of the Delaware State Bar Association ("DSBA"), which is responsible for annually reviewing and updating Delaware’s partnership and LLC statutes, and a member of the Statutory Trust Committee of the Commercial Law Section of the DSBA, which is responsible for reviewing and updating Delaware’s statutory trust act. He is also a member of the American Bar Association (ABA)’s Committee on LLCs, Partnerships and Unincorporated Business Associations of the Business Law Section (and chair of the LLC subcommittee), the Opinion Committee of the Business Law Section of the ABA, the Board of Directors of the Working Group on Legal Opinions and the TriBar Opinion Committee.

He has been selected for inclusion in The Best Lawyers in America since 2007. Chambers USA: Guide to America's Leading Lawyers for Business has ranked Lou in Band 1 among Delaware Corporate/M&A and Alternative Entities since 2006.   In addition, Lou was mentioned in The Legal 500 US for his commercial law work and included in Delaware Super Lawyers 2014 and Who's Who Legal: Private Funds 2015.

Lou is a frequent speaker and writer on alternative entity and opinion matters. His publications have appeared in Bloomberg BNA, Law360, and Practical Law.

Professional Activities

American Bar Association (Business Law Section, Committee on LLCs, Partnerships and Unincorporated Business Associations, Chair of the LLC Subcommittee; Co-Chair of Single Member LLC Agreement drafting project; Opinion Committee; Working Group on Legal Opinions, Board of Directors; TriBar Opinion Committee)

Delaware State Bar Association (Corporate Law Section: Chair, Partnership and Limited Liability Company Committee; Alternative Entity Committee; Statutory Trust Committee)

Representative Matters

Represented the conflicts committee of Crestwood Gas Services GP LLC in the acquisition of Inergy Midstream, L.P.

Represented the conflicts committee of Crosstex Energy LP in a business combination with Devon Energy Corporation.

Represented the sponsors of Tallgrass Energy Partners, L.P. and EQT Midstream Partners, LP in the formation of the MLPs.

Represented Oppenheimer Funds, Inc. in moving its fund complex to Delaware.

Represented TPG in launching its flagship private equity fund.


JOHN K. VILLA

John K. Villa is a partner in Williams & Connolly LLP and long-time member of the firm’s Executive Committee. He specializes in corporate, securities and financial services-related litigation (both civil and criminal) and legal malpractice defense. Mr. Villa has represented a substantial number of the largest law firms in the United States but does not disclose his clients. He was named to National Law Journal's list of "100 Most Influential Lawyers in America" as "the first lawyer that other attorneys and law firms turn to when caught up in the S&L and banking scandals." Chambers says “John Villa is the ‘first name to come to mind for financial services litigation matters.’” The American Lawyer has called him “perhaps the premier [legal] malpractice defense lawyer in the nation.” The Financial Times writes, “John Villa, of Williams & Connolly in Washington, has a reputation for being the lawyer that law firms turn to when in a spot of bother.” The PLC Global Counsel’s Handbook calls him “an exceptional banking, financial and corporate governance litigator.” The Washington Post reports “John Villa of . . . Williams & Connolly [is] the lawyer and firm that lawyers and law firms turn to when they’re in trouble,” and describes Villa as “a litigator who has gained national prominence with a somewhat rare specialty: defending top-flight law firms in trouble.” In 2012, Chambers identified him as in the first tier in the District of Columbia in Litigation: General Commercial and Litigation: Securities, and first tier nationally in Financial Services Regulation: Banking (Enforcement and Investigations). Benchmark Litigation (2012) ranks him in the national and District of Columbia rosters of “Litigation Stars” in General Commercial Litigation. American Lawyer named him “Litigator in the Spotlight”: “Lawyers’ lawyer, John Villa of Williams & Connolly scored three big wins for law firm clients this spring.” The following year, naming him “Litigator of the Week” for a favorable Second Circuit decision, American Lawyer writes “John Villa [has] made a career of getting law firms out of big trouble.” The American Lawyer has described his successful trial victory in In the Matter of USAT as “the longest trial arising from the savings and loan crisis” – a “trial that stretched over 18 months” and resulted in decision that “exonerated [his client] on all counts” “a crushing defeat for the federal agency that brought the case.” He has authored the following treatises: Banking Crimes: Fraud, Money Laundering and Embezzlement (2 vol.) (Thompson), Bank Directors' and Officers' and Lawyers' Civil Liabilities (Wolters Kluwer), and Corporate Counsel Guidelines (2 vol.), (co-published by Thompson and Association of Corporate Counsel (ACC)). Mr. Villa is an adjunct professor at Georgetown University Law School teaching a course entitled "Counseling the Corporation in Crisis". Mr. Villa was a trial attorney (Honors Program) in the United States Department of Justice and a special assistant United States Attorney in the United States Attorney's Office in the District of Columbia. He was a recipient of the Attorney General's Special Commendation Award for Outstanding Service. He is a graduate of Duke University and the University of Michigan Law School, where he was an editor of the Michigan Law Review. Other publications: 70 Mich. L. Rev. 171; 71 Mich. L. Rev. 372; 37 Cath. U. L. Rev. 489. Mr. Villa's biography appears in Who's Who in Hispanic America.


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

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

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

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

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

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

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

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


Education:

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

Bar Admissions:

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


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

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

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

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

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


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)


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

Srini is frequent speaker on fiduciary duty and governance issues, particularly with respect to Delaware limited partnerships and limited liability companies. He has also published numerous articles on these topics, including articles published in The Business Lawyer, Securities & Commodities Regulation, Delaware Journal of Corporate Law, and Insights, and is co-author of a book titled Special Committees: Law and Practice (Oxford 2011).

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

Srini holds a J.D. degree from Georgetown University Law Center and a B.S. degree from Indiana University. He is a member of the American Bar Association and the Delaware State Bar Association. Earlier in his career, and prior to entering law school, he was an accountant and obtained certification as a Certified Public Accountant.


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

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

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

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

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


Theodore N. Mirvis is a partner in the Litigation Department at Wachtell, Lipton, Rosen & Katz. Mr. Mirvis has been with the firm for over 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.


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.


Marcus is the Managing Director of Prickett, Jones & Elliott, P.A. Marcus practices primarily in the Delaware Court of Chancery representing clients involved in disputes with investors, directors, executives or corporations. Marcus is experienced in advising boards of directors, special committees and controlling stockholders in connection with corporate transactions, particularly those involving conflicts of interest. Marcus also specializes in business valuation litigation, including statutory and quasi-appraisal actions, and in advising activist stockholders.

Marcus received his Bachelors in Science from the University of South Carolina, and his Juris Doctor, magna cum laude, from the Delaware Law School at Widener University. While at Widener, Marcus was a Managing Editor for The Delaware Journal of Corporate Law, and also a Wolcott Fellow for the Honorable Myron T. Steele, former Chief Justice of the Delaware Supreme Court.

Before law school, Marcus worked as a management consultant for PricewaterhouseCoopers, and then as a business analyst for a Fortune 500 Company, where he specialized in financial reporting and Sarbanes-Oxley compliance. Marcus also served in the United States Marine Corps.


Mr. O'Toole is the Chair of Potter Anderson's Business Group, and a member of the firm's Executive Committee.  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 often serves as counsel to lenders, borrowers, investors, managers, trustees and other parties involved in both domestic and international business transactions. His practice frequently involves providing third-party legal opinions concerning Delaware’s General Corporation Law, Delaware’s alternative entity statutes, the Delaware UCC and other applicable law.

Matt currently serves as the Chair 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 CSC/LexisNexis. His articles on amendments to Delaware’s corporate and alternative entity statutes and the Delaware UCC are published regularly in CSC’s Delaware Laws Governing Business Entities and he is author of the “Delaware Limited Liability Company Practice Guide,” in State Limited Liability Company & Partnership Laws, 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., 1992
  • Fordham University, M.A., 1988
  • Fordham University, B.A., summa cum laude, 1985


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


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. 


Matthew Solum has been a litigation partner of Kirkland & Ellis since 2005. As trial and appellate counsel for corporations, private equity firms, investment banks and financial services firms, Matthew handles significant commercial cases, including merger and acquisition, securities, class action, derivative, contract and other complex commercial matters.

In public M&A litigation, he represents acquirers, targets, boards of directors, special committees and financial advisors in class actions, corporate control disputes and appraisal proceedings. Matthew also represents purchasers and sellers in connection with contract, fraud, indemnification and working capital claims.

In complex commercial matters, he handles contract, fraud, fiduciary duty, tortious interference, antitrust, trade secret, trade dress, slander and libel claims.

In addition to litigating in state and federal courts throughout the country, Matthew represents clients in arbitration before AAA, FINRA, ICC, UNCITRAL and JAMS arbitration panels.

Education

Columbia Law School, J.D., with Honors, 1999

Harlan Fiske Stone Scholar (1997-1999)

University of California, Berkeley, B.S, Chemistry, 1996
Research Published in “Monte Carlo Methods in Ab Initio Quantum Chemistry”

Representative Matters

Securities and Financial Services Litigation

Representation of acquirers, targets and special committees in scores of shareholder class action lawsuits and appraisal proceedings arising out of corporate transactions.

Representation of issuer in connection with derivative and fraud claims in a series of international lawsuits and arbitrations spanning six countries and involving $4 billion in claims.

Representation of issuers in putative class actions alleging violations of Rule 10(b)(5).

Representation of directors in Delaware in connection with derivative and class action claims.

Contract and Commercial Litigation

Representation of buyers and sellers of businesses in arbitration and federal and state courts in connection with claims for indemnification, fraud, and breaches of non compete and non solicit provisions.

Representation of chemical company in connection with breach of contract and related claims arising out of services agreement.

Representation of pharmaceutical company in arbitration involving breach of contract claims arising out of collaboration agreement.

Representation of manufacturer in federal trial involving alleged breach of joint venture agreement and related claims.

Representation of media company in arbitration involving breach of contract and fraud claims arising out of programming agreement.

Publications

“The Evolving Face of Deal Litigation,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, March 27, 2014

“’Holistic’ Review of Scienter Allegations in Securities Fraud Class Actions Resulting in Increased Number of Dismissals,” Kirkland & Ellis Alert, February 10, 2014

“Out of Context — Delaware Clarifies on ‘Weak’ Fairness Options,” Kirkland M&A Update, October 21, 2013

“Director Independence: Interplay Between Delaware Law and Exchange Rules,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, October 7, 2013

“The Interplay Between Delaware Law and the Exchange Rules in Assessing Director Independence,” Kirkland & Ellis Alert, September 24, 2013

“Risk Oversight in China Operations,” Corporate Board Member, August 2013

“Appraisal Rights - The Next Frontier in Deal Litigation?” Kirkland M&A Update, May 1, 2013

Seminars

NYU Law School - Negotiating Corporate Transactions, “M&A Litigation,” March 2013

New York American Inn of Court, “The Future of Securities Regulation Under the Obama Administration” - Panelist, March 2009

New York American Inn of Court, “Subprime” - Panelist, March 2008
 
Memberships & Affiliations

American Bar Association, Section of Litigation

Other Distinctions

Recognized in The Legal 500 U.S. for M&A: Litigation, 2013

Courts

Matthew is admitted to the bar in New York and federal trial and appellate courts throughout the United States.

Admissions & Qualifications

2000, New York


Robert S. Saunders
Partner
Skadden, Arps, Slate, Meagher & Flom LLP
Litigation

Rob Saunders heads the litigation practice of Skadden’s Wilmington office. He litigates and tries cases in federal and state courts, concentrating on matters involving the governance of business organizations and the federal securities laws. He also frequently provides transactional advice on the Delaware law of corporations, limited partnerships and limited liability companies. He is a co-author of the leading treatise in the field, Folk on the Delaware General Corporation Law.

Mr. Saunders recently led the successful defense of the trustees of CommonWealth REIT against efforts by an activist hedge fund to take control of the trust, including obtaining, after a two-week trial, an award from an arbitration panel invalidating the hedge fund’s consent solicitation to remove the trustees.

Mr. Saunders successfully has tried cases for a variety of other clients, including JPMorgan Chase & Co., DaimlerChrysler AG and TravelCenters of America LLC. In recent years, he also has represented HealthSouth Corporation, Oshkosh Corporation and Wilmington Trust Corporation in litigation arising out of the federal securities laws and represented such clients as Sprint Nextel Corporation, The AES Corporation, OSI Pharmaceuticals, Ness Technologies, Art Technology Group and special committees of the boards of directors of CNX Gas Corporation and TPC Group Inc. in litigation relating to mergers and acquisitions. Mr. Saunders also advises clients engaged in litigation in Delaware courts over intellectual property issues.

Mr. Saunders repeatedly has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business and The Best Lawyers in America.

In 2011, the Delaware Supreme Court appointed Mr. Saunders to its Board on Professional Responsibility. He also serves as a director of Delaware Hospice.

Education

J.D., University of Virginia School of Law, 1991 (Virginia Law Review)
A.B., Dartmouth College, 1987

Bar Admissions

Delaware

Professional Experience

Law Clerk, Hon. Henry R. Horsey, Delaware

Supreme Court (1991-1992)

Authorships

“Delaware Continues to Influence US M&A,” Skadden’s 2014 Insights – Global M&A, January 16, 2014

“The Ongoing Impact of Del. Courts on US M&A,” Law360, February 7, 2013

“Recent Deal Trends — Del. And Beyond,” Law360, March 8, 2012

“Southern Peru: Debunking the Myth,” Securities Litigation Report, February 2012

“Stapled Financing in the Aftermath of Delaware’s Del Monte Decision,” Skadden’s 2012 Insights, January 2012

“The Impact of Recent Delaware Decisions and Multiforum Litigation on M&A,” Skadden’s 2012 Insights, January 2012

“Case Study: CML V LLC V. Bax,” Law360, September 9, 2011

“Director Latitude in Corporate Sale Process — Recent Cases Show the Current State of Revlon,” The M&A Lawyer, November/December 2010


Ross Fieldston is a partner in the Corporate Department and a member of the Mergers and Acquisitions practice group. He has significant experience with public company mergers, private acquisitions, proxy contests, joint ventures, hostile defense transactions and public and private securities offerings.

Some of Ross’ recent representations include:

  • Time Warner Cable in its $45.2 billion stock-for-stock merger with Comcast Corporation (pending);
  • Time Warner Cable in its response to unsolicited acquisition proposals by Charter Communications;
  • Private investors in their acquisition of the Florida Panthers of the National Hockey League;
  • MacAndrews & Forbes Holdings Inc. and its indirect, wholly owned subsidiary, Harland Clarke Holdings Corp., in the sale of its subsidiary, Harland Financial Solutions, to Davis + Henderson Corporation for $1.2 billion;
  • Hunt Capital Partners, LLC, the affordable housing division and an affiliate of Hunt Companies, Inc., in the acquisition of Centerline Holding Company;
  • Marcato Capital Management, together with Oskie Capital Management, in their proxy contest and settlement with Lear Corporation, which included an agreement with Lear to accelerate its existing $1 billion share repurchase program, authorize a new $750 million share repurchase program and expand Lear’s Board of Directors from eight to nine members to add a new member mutually acceptable to Lear, Marcato and Oskie;
  • Time Warner Cable in its agreement to become the charter distributor of SportsNet LA, the new regional television network for the Los Angeles Dodgers beginning with the 2014 Major League Baseball season;
  • Janus Capital Group Inc. in its strategic alliance with The Dai-ichi Life Insurance Company, Limited, under which Dai-ichi Life will invest $2 billion of its general account assets with Janus and acquire 15 percent to 20 percent of Janus’ common stock;
  • General Atlantic and Oak Hill Capital Partners and their respective associated investment funds in the sale of common shares of Genpact Limited to affiliates of Bain Capital Partners for approximately $1 billion and their portion of an approximately $500 million special cash dividend by Genpact to all shareholders; and
  • Great Wolf Resorts, Inc. in its sale to an affiliate of Apollo Global Management, LLC for approximately $798 million, including the assumption of the company’s outstanding debt, through a cash tender offer.

Prior to joining Paul, Weiss, Ross had represented:

  • The Clorox Company in its response to the $12.5 billion unsolicited acquisition proposal from Carl C. Icahn;
  • Deutsche Telekom in its proposed $39 billion sale of T-Mobile USA to AT&T;
  • Thermo Fisher Scientific in its $2.1 billion tender offer for Dionex Corp.;
  • Bank of America in its $9.5 billion merchant services joint venture with First Data Corporation;
  • Wells Fargo in its May 2009 and December 2009 public offerings of common stock totaling $21.1 billion;
  • Bank of America in its merger with Merrill Lynch;
  • Delta Air Lines in its $3.6 billion merger with Northwest Airlines;
  • JPMorgan Chase in its merger with Bear Stearns;
  • Merrill Lynch in its $12.8 billion private issuance of common and preferred equity to Temasek Holding, Davis Selected, Korea Investment Corporation, Kuwait Investment Authority, Mizuho Corporate Bank, Olayan Group, New Jersey Common Pension Fund, T. Rowe Price and TPG-Axon Capital Management;
  • Bank of America, JPMorgan Chase, and J.C. Flowers in their proposed $25.2 billion leveraged buyout of Sallie Mae;
  • A.G. Edwards in its $6.8 billion merger with Wachovia Corporation;
  • Caremark Rx in its response to a hostile tender offer by Express Scripts and in its $27 billion merger with CVS Corp.; and
  • Thermo Electron in its $12.8 billion merger with Fisher Scientific International.

Ross served as a senior editor of the Columbia Law Review and was a Teaching Fellow.

EDUCATION

J.D., Columbia Law School
James Kent Scholar, Harlan Fiske Stone Scholar

B.A., University of Pennsylvania
summa cum laude, Phi Beta Kappa

BAR ADMISSIONS

New York


Stephen E. Jenkins, who was admitted to the bar in 1982, is a corporate litigator practicing with Ashby & Geddes in Delaware. Mr. Jenkins has litigated many statutory appraisal cases during his career for both plaintiffs and defendants and currently is counsel for plaintiffs in a number of appraisal actions that are pending in the Delaware Court of Chancery.


GREGORY P. WILLIAMS primarily represents corporations and their directors and officers. 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 firm’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.


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.