John F. Grossbauer
Partner
Direct: (302) 984-6131
Fax: (302) 778-6131
jgrossbauer@potteranderson.com
vcardattorneys : John F. Grossbauer
Mr. Grossbauer concentrates his practice in the areas of corporation law and commercial transactions; he regularly advises public and private corporations and their boards of directors with respect to all aspects of the Delaware General Corporation Law, ranging from advice regarding the fiduciary duties of directors to technical compliance with the various provisions of the Delaware General Corporation Law. John has advised a number of clients involved in proxy contests, both as dissidents and incumbents, and he has extensive experience representing purchasers and sellers in negotiated acquisitions of assets and businesses, both on a national and an international level. John also authors opinion letters on matters of Delaware corporation law, including opinions relating to shareholder proposals.
John is a frequent speaker on matters of Delaware corporation law and has spoken recently before Dallas Bar M&A Section, Houston Bar M&A Committee Meeting and
Delaware Business Law Forum. In addition, John has served as a speaker on Delaware corporate law issues for a number of national and regional law firms as part of their internal continuing education programs.
Representative Matters
John has advised on a number of public company transactions over the past several years, including:
Sealy Corp. in its proposed sale to Tempur-Pedic
Deltek, Inc. in its sale to affiliates of Thoma Bravo LLC
Knology, Inc. in its sale to WideOpenWest Finance, LLC
Continental Airlines, Inc. in its merger with United Airlines, Inc.
Allscripts-Misys Healthcare Solutions, Inc. in connection with its separation with Misys Plc and related acquisition of Eclipsys Corp.
Talecris Holdings in connection with the sale of Talecris Biotherapeutics, Inc. to Grifols SA
Special committee of Transatlantic Holdings in connection with its relationship with AIG
Special committee of Pepsi Bottling Group, Inc. in connection with its sale to Pepsi Co.
Proxy contest activity includes:
Airgas, Inc.
Barnes & Noble, Inc.
Amylin Pharmaceuticals, Inc.
Specialty Underwriters Inc.
TM Entertainment and Media, Inc.
Take-Two Interactive Software, Inc.
Office Depot, Inc.
CNET Networks, Inc.
infoUSA
The Walt Disney Corporation
El Paso Corporation
bar & court admissions
Delaware, 1986
North Carolina, 1995
professional activities & honors
Named by Chambers USA: America's Leading Lawyers for Business as a leading Delaware Corporate/M&A Practitioner.
Named by Lawdragon as one of "3000 Leading Lawyers in America" and one of "The Law Dragon 500 Leading Dealmakers."
Delaware State Bar Association: Vice Chairman, Council of the Corporation Law Section
American Bar Association: Co-Chair, Subcommittee on Indemnification, Committee on Director & Officer Liability, Business Law Section; International M&A Subcommittee, Negotiated Acquisitions Committee, Business Law Section
education
Duke University School of Law, J.D., 1986
The Pennsylvania State University, B.A., With Highest Honors, 1983
bar & court admissions
Delaware, 1986
North Carolina, 1995
professional activities & honors
Named by Chambers USA: America's Leading Lawyers for Business as a leading Delaware Corporate/M&A Practitioner.
Named by Lawdragon as one of "3000 Leading Lawyers in America" and one of "The Law Dragon 500 Leading Dealmakers."
Delaware State Bar Association: Vice Chairman, Council of the Corporation Law Section
American Bar Association: Co-Chair, Subcommittee on Indemnification, Committee on Director & Officer Liability, Business Law Section; International M&A Subcommittee, Negotiated Acquisitions Committee, Business Law Section
