attorneys

Michael Pittenger
Michael Pittenger

Michael A. Pittenger

Partner

Direct: (302) 984-6136

Fax: (302) 778-6136

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Mr. Pittenger advises clients regarding all aspects of the Delaware General Corporation Law and the governance of Delaware corporations.  He routinely counsels corporations, directors, and board committees regarding transactions such as mergers, recapitalizations, reorganizations, asset sales, dividends, stock repurchases, charter and bylaw amendments, preferred stock designations, and dissolutions.  Mike also authors opinion letters on a wide range of Delaware corporate law matters. 

Mike’s corporate litigation practice involves the representation of corporations, directors, and stockholders in fiduciary duty litigation, M&A and corporate takeover litigation, and statutory proceedings under the Delaware General Corporation Law.  Mike is the co-author of Corporate and Commercial Practice in the Delaware Court of Chancery (Lexis Law Publishing).  The work is recognized as a leading authority on Delaware corporate practice and has been cited by the Delaware courts in over 300 opinions.

Mike is an active member of both the Mergers and Acquisitions Committee and the Business and Corporate Litigation Committee of the American Bar Association, Section of Business Law.  He serves a co-chair of the Task Force on M&A Litigation, which is a joint task force of those two Committees.  Mr. Pittenger formerly served as chair of the Indemnification and Insurance Subcommittee of the Business and Corporate Litigation Committee.   He is a member of the Board of Bar Examiners of the Supreme Court of the State of Delaware.

In addition, Mike is a frequent speaker on Delaware corporate law and corporate litigation matters, including continuing legal education programs and programs sponsored by the American Bar Association.

Representative Matters

Mike’s recent M&A experience includes representations of Media General, Inc. in connection with its proposed merger with LIN Media LLC; BBVA Compass Bancshares, Inc. in connection with its acquisition of Simple Finance Technology Corp.; GlobalLogic Holdings Inc. in connection with the acquisition of Global Logic by ODSA Topco Limited; Deltek, Inc. in its sale to affiliates of Thoma Bravo LLC;  and the special committee of the board of HUGHES Telematics in connection with the acquisition of HUGHES by Verizon Communications Inc.  Other recent special committee or independent director representations include representation of the Special Litigation Committee of Clear Channel Outdoor in connection with its evaluation of a derivative lawsuit, leading to a successful settlement; the Transaction Committee of Knology, Inc. in connection with its sale to WideOpenWest; the non-management directors of Paetec in connection with the acquisition of Paetec by Windstream Corporation; and The Audit, Conflicts and Governance Committee of Duncan Energy Partners L.P. in connection with its merger with wholly owned subsidiary of Enterprise Products Partners L.P. 

Selected representations in litigation matters include: E.I. du Pont de Nemours and Company in stockholder derivative litigation asserting Caremark violations in connection with alleged patent violations; Barnes & Noble in litigation challenging its poison pill rights plan; Liberty Media in the successful defense of a split-off transaction challenged under the terms of an indenture; craigslist in its litigation with eBay concerning the implementation of defensive measures; David Sokol in derivative litigation against Berkshire Hathaway and the circumstances surrounding its acquisition of Lubrizol; and Omnicare, Inc. in Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914 (Del. Supr. 2003).

bar & court admissions

Delaware, 1993

professional activities & honors

Member, Board of Bar Examiners of the Delaware Supreme Court

Recognized by Chambers USA:  America's Leading Lawyers for Business as a leading practitioner in the area of Chancery litigation since 2009

Recognized in Best Lawyers in America 2013 in the areas of Corporate Law, Litigation - Mergers & Acquisitions, Mergers & Acquisitions Law and Securities / Capital Markets Law (recognized since 2010)

Recognized in Delaware Super Lawyers since 2011, International Who's Who of Corporate Governance Lawyers since 2009, and as a future star in the 2013 edition of Benchmark Litigation

American Bar Association; Section of Business Law, Mergers and Acquisitions Committee; Business and Corporate Litigation Committee; Chair, Task Force on M&A Litigation

Delaware State Bar Association

education

Washington & Lee University School of Law, J.D., magna cum laude, 1993; Order of the Coif, Notes and Comments Editor, Law Review, 1992-93

Miami University, Oxford, OH, B.A., magna cum laude, 1990; Phi Beta Kappa

bar & court admissions

Delaware, 1993

professional activities & honors

Member, Board of Bar Examiners of the Delaware Supreme Court

Recognized by Chambers USA:  America's Leading Lawyers for Business as a leading practitioner in the area of Chancery litigation since 2009

Recognized in Best Lawyers in America 2013 in the areas of Corporate Law, Litigation - Mergers & Acquisitions, Mergers & Acquisitions Law and Securities / Capital Markets Law (recognized since 2010)

Recognized in Delaware Super Lawyers since 2011, International Who's Who of Corporate Governance Lawyers since 2009, and as a future star in the 2013 edition of Benchmark Litigation

American Bar Association; Section of Business Law, Mergers and Acquisitions Committee; Business and Corporate Litigation Committee; Chair, Task Force on M&A Litigation

Delaware State Bar Association