Michael K. Reilly
Partner

TEL: (302) 984-6181
FAX: (302) 778-6181
mreilly@potteranderson.com
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Mr. Reilly is a partner in the firm's Corporate Group and his practice involves counseling Delaware corporations on corporate law and governance issues arising in both routine operations and extraordinary transactions.  He counsels Delaware corporations in connection with transactions such as mergers and acquisitions, recapitalizations, reorganizations, asset sales, dividends, stock repurchases, charter and bylaw amendments, preferred stock designations and dissolutions.  Mr. Reilly advises directors, officers and board committees with respect to their fiduciary duties under Delaware law and provides written legal opinions regarding all aspects of the General Corporation Law of the State of Delaware and the governance of Delaware corporations.

Mr. Reilly has authored a number of published articles on a broad range of corporate issues.  Recent publications include "An M&A Lawyer's Guide to the DGCL Amendments," published in Deal Points, "Negotiate With Care: Recent Delaware Developments Relating to Indemnification and Advancement," published in 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 in New Orleans, Louisiana on April 3-4, 2008,  "The Disclosure of Projections Under Delaware Law," published in Deal Points, and "The Last Word on Disclosure of Projections Under Delaware Law," published in The Metropolitan Corporate Counsel.

In addition, Mr. Reilly has served as a speaker on Delaware corporate law issues for a number of national law firms as part of their internal continuing education programs.

Education

  • Cornell Law School, J.D., 1998; Cornell Law Review, 1996-98
  • Villanova University, B.A., summa cum laude, 1995; Phi Beta Kappa; Phi Kappa Phi; Pi Sigma Alpha; Phi Alpha Theta

Representative Matters

Mr. Reilly has advised on a number of recent transactions, including the representation of Green Courte Partners in connection with its acquisition of American Land Lease, Liberty Media Corporation in connection with various transactions, including those involving Sirius XM Radio and the proposed merger of Live Nation and Ticketmaster Entertainment, USIS in connection with its acquisition by HireRight, Visa International in connection with its restructuring and IPO, T-Mobile in connection with its acquisition of SunCom Wireless, IntercontinentalExchange in connection with its bid for The Chicago Board of Trade, Morgan Stanley in connection with its spin-off of Discover Financial Services, Walter Industries, Inc. in connection with the IPO of Mueller Water Products, Inc., Cadbury Schweppes in its acquisition of the Dr. Pepper/Seven Up Bottling Group and iFilm in its acquisition by Viacom.

Professional Activities

  • Delaware State Bar Association
  • American Bar Association; Member, The Committee on Mergers and Acquisitions, Business Law Section; Editor, Deal Points, The Newsletter of the Committee on Mergers and Acquisitions, Business Law Section