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John F. Grossbauer

Attorneys Main

Mr. Grossbauer concentrates his practice in the areas of corporation law and commercial transactions; he regularly advises public and private corporations and their boards of directors with respect to all aspects of the Delaware General Corporation Law, ranging from advice regarding the fiduciary duties of directors to technical compliance with the various provisions of the Delaware General Corporation Law.  John has advised a number of clients involved in proxy contests, both as dissidents and incumbents, and he has extensive experience representing purchasers and sellers in negotiated acquisitions of assets and businesses, both on a national and an international level.  John also authors opinion letters on matters of Delaware corporation law, including opinions relating to shareholder proposals.

John is a frequent speaker on matters of Delaware corporation law and has spoken recently before the ABA Corporate Counsel Section CLE meeting, and the Dallas Bar M&A Section.  In addition, John regularly serves 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. 

Representative Matters

John has advised on a number of public company transactions over the past several years, including:

  • El Paso Corporation in its sale to Kinder Morgan
  • Robert Rosenkranz in the sale of Delphi Financial Group, Inc. to Tokio Marine Holdings, Inc.
  • Permira Advisers in connection with its acquisition of, Inc.
  • Sealy Corp. in its sale to Tempur-Pedic
  • Red Prairie Holdings in its acquisition of JDA Software, Inc.
  • Deltek, Inc. in its sale to affiliates of Thoma Bravo LLC
  • Knology, Inc. in its sale to WideOpenWest Finance, LLC
  • Continental Airlines, Inc. in its merger with United Airlines, Inc.
  • Allscripts-Misys Healthcare Solutions, Inc. in connection with its separation with Misys Plc and related acquisition of Eclipsys Corp.
  • Talecris Holdings in connection with the sale of Talecris Biotherapeutics, Inc. to Grifols SA
  • Special committee of Transatlantic Holdings in connection with its relationship with AIG
  • Special committee of Pepsi Bottling Group, Inc. in connection with its sale to Pepsi Co.

Proxy contest activity includes:

  • Gleacher & Co., Inc.
  • Airgas, Inc.
  • Barnes & Noble, Inc.
  • Amylin Pharmaceuticals, Inc.
  • Specialty Underwriters Inc.
  • TM Entertainment and Media, Inc.
  • Take-Two Interactive Software, Inc.
  • Office Depot, Inc.
  • CNET Networks, Inc.
  • infoUSA
  • The Walt Disney Corporation
  • El Paso Corporation



More Info


Duke University School of Law, J.D., 1986

The Pennsylvania State University, B.A., with Highest Honors, 1983

Bar & Court Admissions

  • Delaware, 1986

    North Carolina, 1995

Professional Activities and Honors

  • Named by Chambers USA: America's Leading Lawyers for Business as a leading Delaware Corporate/M&A Practitioner.
  • Recognized by The Best Lawyers in America 2016 in the area of Corporate Law.
  • Named by Lawdragon as one of "3000 Leading Lawyers in America" and one of "The Law Dragon 500 Leading Dealmakers."
  • Delaware State Bar Association: Vice Chairman, Council of the Corporation Law Section
  • American Bar Association: Co-Chair, Subcommittee on Indemnification, Committee on Director & Officer Liability, Business Law Section; International M&A Subcommittee, Negotiated Acquisitions Committee, Business Law Section