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Delaware Law Developments 2015: What All Business Lawyers Need to Know

 
Author(s): Stephen P. Lamb, Gregory P. Williams, Andre G. Bouchard
Practice Area: Corporate & Securities
Published: Jun 2015
PLI Item #: 58890
CHB Spine #: B2182

The Honorable Andre G. Bouchard was sworn in as Chancellor of the Court of Chancery on May 5, 2014. Before his appointment, Chancellor Bouchard spent twenty-eight years in private practice in Wilmington, Delaware, including as the managing partner of Bouchard Margules & Friedlander, P.A., a corporate and commercial litigation boutique he founded. Before forming his own firm, Chancellor Bouchard served as a corporate litigator at Skadden, Arps, Slate, Meagher & Flom.

Chancellor Bouchard received his law degree from Harvard Law School in 1986 and a B.A., summa cum laude, from Boston College in 1983, where he was the recipient of the Edward H. Finnegan Award. He was selected as a Harry S. Truman Scholar from Delaware in 1981. Chancellor Bouchard is a past Chairman of the Judicial Nominating Commission and a fellow of the American College of Trial Lawyers.


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”


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