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Mark A. Morton

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Mr. Morton's practice involves corporate counseling, governance and opinion work.  Mark 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 mergers, acquisitions and other corporate transactions.  Mark also authors opinion letters on a wide range of matters of Delaware corporation law.  In addition, Mark frequently is engaged to serve as counsel to Special Committees in connection with various conflict transactions, including M&A transactions.

Mr. Morton is a frequent speaker at corporate law seminars and symposia around the country, including The Harvard School of Law, the Northwestern Law Securities Regulation Institute, the University of Texas Securities Regulation Institute, the University of Texas Mergers & Acquisitions Institute, the Ray Garrett Jr. Corporate and Securities Law Institute, the ABA National Institute on Negotiating Business Acquisitions.  In addition, he has participated in a number of programs sponsored by the American Bar Association, the Delaware State Bar Association and a host of other state and city bar associations.  In addition, Mark has been a speaker for a myriad of programs sponsored by the Mergers & Acquisitions Committee of the ABA, and he has served as a speaker on Delaware corporate law issues for a number of international and national law firms as part of their internal continuing education programs.

Mr. Morton is a member of the Council of the Corporation Law Section of the Delaware State Bar Association and, in that capacity, participates in the annual review of, and preparation of amendments to, the Delaware General Corporation Law.  Mr. Morton is the Chair of the M&A Committee, a committee that, with more than 4000 members, is one of the largest in the Business Law Section of the ABA.  Mr. Morton is the immediate past Co-Chair of the Delaware Business Law Forum, an invitation only event sponsored by the ABA for leading corporate law practitioners.

Representative Matters

  • Representation of Volterra Semiconductor Corporation in connection with its sale in one of the first transaction to utilize new Section 251(h) of the Delaware General Corporation Law.
  • Representation of Softbank in connection with its acquisition of a controlling interest in Sprint Inc.
  • Representation of Merz Pharma Group in connection with its topping bid for Obagi Medical Products, Inc.
  • Representation of Palomar Medical in connection with its sale.
  • Representation of Young Innovations, Inc. in connection with its sale.
  • Representation of Coventry Health Care in connection with its sale.
  • Representation of the Special Committee of Quest Software in connection with its sale to Dell, Inc.
  • Representation of a special committee of Hughes Telematics in connection with the company’s sale.
  • Representation of Sagard Capital Partners in connection with its acquisition of IntegraMed America, Inc.
  • Representation of the conflict committee of ETE in connection with its acquisition of Southern Union Company and its participation in the acquisition of Sunoco, Inc.
  • Representation of ISTA Pharmaceuticals in connection with its sale.
  • Representation of Apollo Global Management in connection with its acquisition of Great Wolf Resorts, Inc.
  • Representation of a special committee of C&D Technologies in connection with the controlling stockholder’s acquisition of the company’s minority interest.
  • Representation of Ecolab, Inc. in connection with its sale.
  • Representation of a conflicts committee of Vanguard Natural Resources in acquisition of Encore Energy Partners LP.
  • Representation of a special committee of Blackboard, Inc. in connection with the company’s sale.
  • Representation of a special committee of BJ Wholesale Club, Inc. in connection with the company’s sale.
  • Representation of Compellent, Inc. in connection with its sale.
  • Representation of a special committee of Prospect Medical Holdings in connection the company’s sale.
  • Representation of Hospira, Inc. in connection with its acquisition of Javelin Pharmaceuticals.
  • Representation of Astellas Pharma Inc. in connection with its hostile bid for OSI Pharmaceuticals Inc.
  • Representation of CKE Restaurants, Inc. in connection with its sale.


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.

Events

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Education

Georgetown University Law Center, J.D., 1989; The Tax Lawyer, 1987-88

Dickinson College, B.A., cum laude, 1985

Bar & Court Admissions

  • Delaware, 1989

Professional Activities and Honors

  • Named by Chambers, USA:  America's Leading Lawyers for Business as a leading Delaware Corporate/M&A practitioner, as one of the leading M&A lawyers by the International Who's Who of Merger & Acquisition Lawyers, and by Lawdragon as one of the 500 leading lawyers in America.
  • Delaware State Bar Association
  • American Bar Association; Chair of the Mergers & Acquisitions Committee of the Business Law Section; Task Force on Public Companies 
  • Adjunct Lecturer, University of Pennsylvania Law School (2009 - 2013) and the University of Virginia Law School (2010 - Current).  Co-teach with Myron T. Steele, former Chief Justice of the Delaware Supreme Court.