Mark A. Morton
Partner

TEL: (302) 984-6078
FAX: (302) 778-6078; Cell number (302) 750-4891
mmorton@potteranderson.com
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Mr. Morton's practice involves corporate counseling, governance and opinion work.  Mr. Morton regularly advises clients regarding all aspects of the Delaware General Corporation Law, governance of Delaware corporations, and fiduciary obligations, both in the context of daily business affairs and with respect to specific corporate transactions.  Mr. Morton also authors opinion letters on a wide range of matters of Delaware corporation law.

Mr. Morton represents corporations and boards of directors in connection with mergers, asset sales, dividends, stock repurchases, charter and bylaw amendments, preferred stock designations, and dissolutions.  In addition, Mr. Morton frequently is engaged to serve as counsel to Special Committees in connection with various conflict transactions, including M&A transactions.

Mr. Morton has been named by Chambers, USA:  America's Leading Lawyers for Business as a leading Delaware Corporate/M&A practitioner, as one of the 504 leading M&A lawyers by the International Who's Who of Merger & Acquisition Lawyers (2010), and by Lawdragon as one of the 500 leading lawyers in America.

Education

  • Georgetown University Law Center, J.D., 1989; The Tax Lawyer, 1987-88
  • Dickinson College, B.A., cum laude, 1985

Representative Matters

  • Representation of Astellas Pharma Inc. in connection with its hostile bid for OSI Pharmaceuticals Inc.
  • Representation of CKE Restuarants, Inc. in connection with its acquisition by Thomas H. Lee Partners
  • Representation of Merge Healthcare Inc. in connection with its jumping bid for Amicas, Inc.
  • Representation of Voyager Learning Company in connection with its acquisition by VSS-Cambium Holdings III, LLC
  • Representation of Gilead Sciences in connection with its acquisition of CV Therapeutics
  • Representation of American Pharmaceutical Partners in connection with its acquisition of American BioSource, Inc.
  • Representation of Siebel Systems in connection with its acquisition by Oracle  
  • In addition to the matters listed above, in recent years Mr. Morton has served as special Delaware counsel for special committees of the Boards of Directors for such corporations as: Affiliated Computer Services, Inc., Dreamworks Studios, Eon Labs, G.P. Strategies, Inc., Hotels.com, IGEN, Inc., Insituform East, Inc., iPass, Inc., Kenetech Corporation, National Steel Corporation, Rare Medium, Sodexho Marriott, TDK Mediactive, Texas Eastern Products Pipeline Company, LLC, Unico Corporation, and Venoco, Inc.

Seminars & Speeches

Mr. Morton is a frequent speaker on the national level on matters of Delaware corporation law, including the Ray Garrett Jr. Corporate and Securities Law Institute, the ABA National Institute on Negotiating Business Acquisitions and at events sponsored by various State Bar Association M&A committees. In addition, Mr. Morton has been a speaker in a number of programs sponsored by the Mergers & Acquisitions Committee of the ABA, and 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.

Professional Activities

  • Delaware State Bar Association
  • American Bar Association; Vice Chair of the Mergers & Acquisitions Committee of the Business Law Section; Task Force on Public Companies
  • Adjunct Lecturer, University of Pennsylvania Law School (2009 - 2010)
  • Lecturer, University of Virginia Law School (2010)