Michael B. Tumas
Partner

TEL: (302) 984-6029
FAX: (302) 778-6029
mtumas@potteranderson.com
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Mr. Tumas is the chair of the firm's Corporate Group and is a member of the firm's Executive Committee.  He concentrates his practice in the area of corporate law with specific emphasis on mergers and acquisitions, issues of internal governance, and commercial transactions involving Delaware corporations.  Mr. Tumas's practice often involves counseling boards of directors and special committees of boards of directors regarding their duties, fiduciary and otherwise.  Mr. Tumas also has extensive experience in representing both sellers and buyers in negotiated acquisitions of divisions, assets and businesses.

Mr. Tumas is listed in Chambers USA: America's Leading Lawyers for Business, Lawdragon's 500 Leading Dealmakers, The Best Lawyers in America and Delaware Super Lawyers and has received an AV® rating in Martindale-Hubbell's peer review certification.

Recent publications include "Recent Developments in Delaware Corporate Law," presented at the 22nd Annual Corporate Law Institute at Tulane University Law School in New Orleans, Louisiana on April 15-16, 2010.  "Amendments to Delaware General Corporation Law," published in the April 2009 issue of InSights "An M&A Lawyer's Guide to the DGCL Amendments," published in Spring 2009 issue of Deal Points, "Rethinking the Blasius Standard of Review:  The Implications of Mercier v. Inter-Tel (Delaware), Inc.," first presented at the 20th Annual Corporate Law Institute at Tulane University Law School,  "The Disclosure of Projections Under Delaware Law," published in the Spring 2008 issue of Deal Points and "The Last Word on Disclosure of Projections Under Delaware Law," published in the June 2008 issue of The Metropolitan Corporate Counsel.

AV® is a registered certification mark of Reed Elsevier Properties Inc. and is used in accordance with the Martindale-Hubbell certification procedures, standards and policies.

Education

  • University of Pennsylvania Law School, J.D., 1984
  • The State University of New York at Binghamton, B.A., 1981

Representative Matters

Mr. Tumas has advised on a number of recent transactions including representation of Google Inc. in connection with its acquisition of On2 Technologies, Inc., the board of directors of NRG Energy in connection with its successful election contest and Exelon's unsuccessful unsolicited tender offer, Liberty Media in connection with the combination of DirectTV and Liberty Entertainment, Alpha Natural Resources in connection with its merger with Foundation Coal, Citigroup in connection with an internal board investigation regarding the subprime markets, Walter Industries in connection with the spin-off of its financing business and the merger of Walter Investment Management LLC into Hanover Capital Mortgage, Liberty Media in connection with its investment in Sirius XM, Alpharma in connection with its acquisition by King Pharmaceutical, the independent directors of Anheuser-Busch in connection with its acquisition by InBev, Digimarc in connection with its acquisition by L-1 Identity Solutions, USIS in connection with its acquisition of HireRight, Barclays in connection with its acquisition of assets from Lehman Brothers, IntercontinentialExchange in connection with its acquisition of Creditex, and Morgan Stanley in connection with its spin-off of Discover Financial Services.

Seminars & Speeches

Tulane University's 22nd Annual Corporate Law Institute, "Delaware Developments," April 15-16, 2010

PLI "What All Business Lawyers Must Know About Delaware Law Developments 2009," New York City, May 21, 2009

Tulane University's 21st Annual Corporate Law Institute, "Delaware Developments," April 2-3, 2009

Cleveland Metropolitan Bar Association, "Delaware Courts: Insight on the Latest Rulings," November 10, 2008

Tulane University's 20th Annual Corporate Law Institute, "Delaware Developments," April 3-4, 2008



Professional Activities

  • Delaware State Bar Association; serves on Council of the Corporation Law Section
  • American Bar Association; Business Law Section