Mr. Wolfe is the chairman of Potter Anderson & Corroon.  His practice concentrates on corporate litigation in the Court of Chancery and the counseling of boards of directors and special board committees of Delaware corporations with respect to issues of fiduciary duty and internal corporate governance.  He served as chair of the firm's Corporate Group and as a member of the firm's Executive Committee from 1999 through 2005.

Chambers USA:  America's Leading Lawyers for Business has consistently ranked Mr. Wolfe in the top tier of Chancery practitioners, noting that he "is regarded as 'a fantastic resource for outside counsel, and has a tremendous breadth of experience and wisdom,'" that “has equipped him with 'a vast knowledge of the law and an awareness of all the hot issues present in Delaware.'" (From Chambers USA, America's Leading Lawyers for Business 2008).

Education

• Temple University School of Law, J.D., cum laude, 1976
• University of Delaware, B.A., History and Political Science, 1972

Representative Matters

Mr. Wolfe has had several notable engagements in recent years, among them:

• On behalf of Hexion Specialty Chemicals, Inc. and Apollo Management L.P. in expedited litigation relating to the merger agreement between Hexion and Huntsman Corp. (see Hexion Specialty Chemicals, Inc., et al. v. Huntsman Corp., Del. Ch., C.A. No. 3841-VCL (9/29/08)).
• On behalf of Barclay's Bank PLC in connection with its acquisition of certain assets of Lehman Bros. Holdings, Inc.
• On behalf of Anheuser Busch in connection with its merger with Belgian brewer InBev N.V.
• On behalf of Bank of America in connection with shareholder litigation challenging its proposed $50 billion acquisition of Merrill Lynch.
• On behalf of The Walt Disney Company in connection with its acquisition of Marvel Entertainment, Inc.;
• On behalf of Hewlett-Packard Company in its successful defense of Walter Hewlett’s challenge to validity of the approval by HP shareholders of the company’s acquisition of Compaq (see Hewlett v. Hewlett-Packard Company, Del, Ch., 19513, Chandler, C., ( April 8, 2002 and April 30, 2002);
• On behalf of the special committee of the board of Pure Resources, Inc. in connection with a going private transaction by its controlling stockholder, Unocal Corporation, and in the related litigation challenging the fairness of that transaction ( see In re Pure Resources, Inc. Shareholders Litigation, 808 A.2d 421  (Del. Ch. 2002));
• On behalf of Omnicare, Inc. in its successful effort to acquire NCS Healthcare and to secure judicial invalidation of the pre-existing merger agreement between NCS and Genesis Healthcare Ventures, Inc. (see Omnicare, Inc. v. NCS Healthcare, Inc. 818 A.2d 914 ( Del. Supr. 2003));
• On behalf of PeopleSoft and its Board of Directors in connection with the hostile tender offer launched by Oracle Corporation and the extended litigation relating to Oracle’s challenge to the deployment by PeopleSoft of its Shareholder Rights Plan and the implementation of its Customer Assurance Program;
• On behalf of The Walt Disney Company and its directors in connection with litigation sparked by a proxy contest initiated by former Disney directors Roy Disney and Stanley Gold and their ensuing challenge to the validity of  the election of directors at Disney’s annual meeting. (see Disney v. The Walt Disney Co., 2004 WL 1776688 ( Del. Ch. Aug 6, 2004)

Mr. Wolfe is presently representing a number of publicly traded corporations in connection with the recent collapse of the subprime and auction rate securities markets and related compensation issues, including Citigroup, Inc., Bank of America and Goldman Sachs.  He is currently defending Airgas, Inc. and its board in litigation relating to the hostile bid by Air Products and Chemical, Inc., Astellas Pharma Inc., in connection with its unsolicited offer for OSI Pharmaceuticals and in litigation related to that offer; and the special committee of the board of The Talbots, Inc., in litigation prompted by its acquisition of BPW Acquisition Corp. He recently represented NRG Energy, Inc. in connection with its successful defense of a hostile acquisition bid by Exelon Corporation and in litigation relating to that bid, and Emulex Corporation in its successful defense of a hostile acquisition proposal by Broadcom Corporation and related litigation.  He was Delaware counsel to the special committee of Teppco Partners, L.P., an oil and gas master limited partnership, in connection with its negotiation of a merger with its parent, Enterprise Products Partners, L.P. and in shareholder litigation relating to that transaction.  He also served as Delaware counsel for the special committee of Atlas Energy Resources, LLC with respect to a $500M stock acquisition by Atlas America, Inc.  He is also Delaware counsel for Charles F. Dolan and his family, representing them in connection with various issues arising from their controlling interest in Cablevision Systems Corporation, one of the largest cable operators in the country and the owner of Madison Square Garden, Radio City Music Hall, the New York Knicks and the New York Rangers. He is Delaware counsel to the board of Intel Corporation in connection with certain shareholder challenges surrounding alleged antitrust violations, and Bank of America in shareholder litigation challenging its acquisition of Merrill Lynch.

He has recently counseled Cerberus in connection with shareholder litigation surrounding its aborted proposal to acquire Affiliated Computer Services; Dubai World in litigation against MGM Mirage in connection with their joint venture to operate City Center, a Las Vegas resort and gaming facility;  Hewlett Packard Company in litigation arising from alleged "pretexting" practices;  Motorola, Inc. in connection with litigation surrounding a proxy fight initiated by Carl Icahn;  Google in connection with its licensing agreement with Yahoo!;  IntercontinentalExchange, Inc. in connection with its bid to acquire The Chicago Board of Trade;  Mittal Steel, the world’s largest steel maker, in connection with litigation arising from its acquisition bid for Arcelor, the world’s second largest steel manufacturer;  Euronext with respect to its combination with the New York Stock Exchange;  Maytag, Inc., in connection with litigation surrounding its proposed acquisition by Whirlpool, Inc.;  ImClone Systems Incorporated with respect to a proposed proxy contest by affiliates of entities owned by Carl Icahn;  CNET Networks, Inc. defending a challenge to the application and validity of its advance notice bylaw initiated by JANA Partners; and Clayton, Dubilier and Rice in defense of its acquisition of Servicemaster, Inc.

Mr. Wolfe has participated as Delaware counsel in many of the more significant Delaware corporate decisions of the Court of Chancery and the Delaware Supreme Court over the past thirty years, including Weinberger v. UOP, Inc., 457 A.2d 701 (Del. Supr. 1983); Smith v. Van Gorkom, 488 A.2d 858 (Del. Supr. 1985); Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. Supr. 1985); Ivanhoe Partners v. Newmont Mining Corp., 535 A.2d 1334 (Del. Supr. 1987); Paramount Corp. v. Time Inc., 571 A.2d 1140 (Del. Supr. 1990); Hewlett v. Hewlett-Packard Company, Del. Ch., C.A. No. 19513, Chandler, C. (April 8, 2002 and April 30, 2002); Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914 (Del. Supr. 2003);  Hexion Specialty Chemicals, Inc. v. Hunstman Corp., C.A. No.3841-VCL (Del. Ch. Sept 29, 2008); Brinckerhoff v. Texas Eastern Products Pipeline Company, LLC, 2010 WL 175091 (Jan. 15, 2010); Tooley v. Donaldson Lufkin & Jenrette, Inc. 845 A.2d 1031 (Del. 2004); Gantler v. Stephens, 2009 Del. LEXIS 33 (Del. Jan. 27, 2009); Disney v. Walt Disney Co., 2004 WL 1776688 (Del. Ch. Aug. 6, 2004); In re Pure Resources, Inc., Shareholders Litigation, 808 A.2d 421 (Del. Ch. 2002); Accipiter Life Sciences Fund, L.P. v. Helfer, et al., Del Ch., C.A. No. 2057, Lamb, V.C. (Aug 2, 2006); In re Cysive Shareholders Litigation, 836 A.2d 531 (Del. Ch. 2003); Grobow v. Perot, 526 A.2d 914 (Del. Ch. 1987); Aprahamian v. HBO & Co., 531 A.2d 1204 (Del. Ch. 1987); In re Tri-Star Pictures, Inc. Litigation, 634 A.2d 319 (Del. Supr. 1993); Hubbard v. Hollywood Park Realty Enterprises, 1991 WL 3151 (Del. Ch. 1991); Dunlap v. Sunbeam Corporation, 1999 WL 1261339 (Del. Ch. 1999); Warner Communications Inc. v. Chris-Craft Industries, Inc., 583 A.2d 962 (Del. Ch. 1989); In re BHC Communications Shareholder Litigation, 789 A.2d 1 (Del. Ch. 2001); Siegman v. Columbia Pictures Entertainment, Inc., 576 A.2d 625 (Del. Ch. 1989); Insitituto Bancario Italiano SpA v. Hunter Engineering Co., Inc., 449 A.2d 210 (Del. Supr. 1982); Citron v. Fairchild Camera and Instrument Corp., 568 A.2d 53 (Del. Supr. 1989); Speiser v. Baker, 525 A.2d 1001 (Del. Ch. 1987); Jedwab v. MGM Grand Hotels, Inc., 509 A.2d 584 (Del. Ch. 1986); Kaiser Aluminum Corp. v. Matheson, 681 A.2d 392 (Del. Supr. 1996); Packer v. Yampol, 1986 WL 4748 (Del Ch. 1986); Kahn v. Occidental Petroleum Corp., Del. Ch., C.A. No. 10808, Hartnett, V.C. (July 7, 1989) and Associated Imports, Inc. v. ASG Industries, Del. Ch. C.A. No. 5953, Duffy, J. (June 20,1984).

Mr. Wolfe has also served as special Delaware counsel for boards of directors and special board committees for such corporations as Bank of America Corporation, Hewlett-Packard Company, Citigroup, Inc., Goldman Sachs, Rockefeller Center Properties, Inc., PeopleSoft, Inc., Motorola, Inc., The Walt Disney Company, Bell Atlantic Corporation, Liberty Media Corporation, Republic Industries, Inc., Computer Associates International, Inc., Anheuser Busch Companies, Inc., infoUSA, Inc., National Steel Corporation, Pharmacia Corporation, Maytag Corporation, Dreamworks Animation SKG, Affiliated Computer Services, Inc., Teppco Partners, L.P., Huntsman Corporation, ImClone Systems Incorporated, iPass, Inc., BarnesandNoble.com, Levi Strauss Associates, Inc., Lifepoint Hospitals, Inc., Biosite, Inc., Triad Hospitals, Inc., The Hertz Corporation, Wheeling-Pittsburgh Corporation, EON Labs, Inc., TicketMaster Online-City Search, Inc., IGEN, Inc., Walter Industries, Inc., Insituform East, Inc., Houlihan's Restaurants, Inc., AMF Holdings, Inc., Fairfield Communities, Inc., iPass, Inc., PLM International Inc., Space Imaging, Inc., Gemstar International Group Ltd., Kenetech Corporation, Todd A-O Corporation, Pure Resources, Inc., OEC Corporation, Take Two Interactive Software, Inc., Ashworth, Inc., UTStarcom, Inc., NRG Energy, Inc., Fox & Hound Restaurant Group, Rental Service Corporation, Unico Corporation, Net2Phone, Phonefree.com, G.P. Strategies Inc., Veterinary Centers of America, Inc., Golden Telecom, Inc., Rent-A-Center, Inc., Siliconix Incorporated, Genencor International, Inc., Micro General Corporation, Printcafe Software, Inc., Epicor Software Corporation, Venoco, Inc., Adelphia Communications Corporation, and Cysive, Inc.

Seminars & Speeches

Professional Activities

• Co-author of an annually updated treatise examining litigation practice in the Delaware Court of Chancery and entitled Corporate and Commercial Practice in the Delaware Court of Chancery (Lexis Law Publishing), which has become recognized as a leading authority on Delaware corporate practice and which is frequently relied upon and cited by the Delaware courts. Upon its publication, the work was reviewed in the February 1999 issue of The Business Lawyer, in which the authors (R. Franklin Balotti and Raymond J. DiCamillo of Richards, Layton & Finger, P.A.) described it as the "first practice guide geared specifically to that influential tribunal," and as having established the authors as "the 'Wright and Miller' of the Court of Chancery."
• Fellow of the American College of Trial Lawyers
• Chairman of the Board of Bar Examiners of the Delaware Supreme Court, following two terms as a member of the Board.
• Named to The Lawdragon 500 Leading Lawyers in America for 2006, 2007, and 2008 and The Lawdragon 500 Leading Dealmakers in America for 2007.
• Recognized in the 2010 edition of The Best Lawyers in America for Bet-the-Company Litigation, Commercial Litigation and Corporate Law.
• Member of the Board of Advisors of the University of Pennsylvania's Institute of Law and Economics.
• Member of the Board of Trustees of the Delaware Bar Foundation, for which he also served as Treasurer.
• Member, Delaware Bar Admissions Study Committee of the Supreme Court of the State of Delaware.
• Chair of the Delaware Supreme Court Advisory Committee on IOLTA.
• Lecturer in Law, University of Pennsylvania Law School, instructing with respect to fiduciary responsibilities of directors of Delaware corporations.
• Assistant to the President of the Delaware Bar Association, serving during the tenure of The Honorable E. Norman Veasey as President of the DSBA.
• Member of the Council of the Corporate Section of the Delaware State Bar Association, which is charged with proposing annual amendments to the Delaware General Corporation Law on behalf of the Delaware State Bar Association.
• Member of the Executive Committee of the Delaware State Bar Association; as a member of the Nominating Committee of the Delaware State Bar Association; as chair of the New Lawyers Committee of the Delaware State Bar Association; as State Membership Chair of the American Bar Association; and as member of the Richard S. Rodney Inn of Court.
• Recipient of the Delaware State Bar Association's New Lawyers Distinguished Service Award.