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Mark A. Morton

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

Mark 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, and 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.

Mark 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. He is the immediate past Chair of the M&A Committee, a committee that, with more than 5,000 members, is one of the largest in the Business Law Section of the ABA. He also is a 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 VMware, Inc. in connection with a number of transactions with its majority owner, Dell, Inc.
  • Representation of Softbank in connection with a number of transactions, including the pending merger of T-Mobile US and Sprint Corporation.
  • Representation of Time Warner Inc. in connection with its sale to AT&T Inc.
  • Representation of The Walt Disney Company in connection with its acquisition of Twenty-First Century Fox, Inc.
  • Representation of a conflicts committee of the general partner of Energy Transfer Equity, L.P. in connection with its acquisition of Energy Transfer Partners, L.P.
  • Representation of a conflicts committee of MGP Growth Properties LLC in connection with a number of transactions with its sponsor, MGM Resorts International.
  • Representation of Gebr. Knauf KG in connection with its acquisition of USG Corporation.
  • Representation of Tidewater Inc. in connection with its merger with Gulfmark Offshore, Inc.
  • Representation of Newfield Exploration Company in connection its sale to Encana Corporation.

In addition to the matters listed above, he has served as special Delaware counsel for the Boards of Directors, special committees and conflict committees of such companies as: AmeriGas Propane Inc.; Antero Resources; Avexis Inc.; Berry Petroleum Company; BJ Wholesale Club, Inc.; Bob Evans Farms, Inc.; Cal-Maine Foods, Inc.; Connecture, Inc.; Dreamworks Studios; Eclipse Resources Corporation; Energy Transfer Partners, L.P.; Energy XXI Gulf Coast, Inc.; Kimbell Royalty GP; MediaNews Group, Inc.; News Corporation; RSP Permian, Inc.; Samsung Electronics; Staples, Inc.; and Teekay Tankers Ltd.

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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, by Best Lawyers as the 2019 "Lawyer of the Year" in Wilmington, Delaware for Mergers and Acquisitions Law, 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

Member of the Board of Advisors of the University of Pennsylvania's Institute of Law and Economics

Delaware State Bar Association

American Bar Association; Chair of the Mergers & Acquisitions Committee of the Business Law Section; Task Force on Public Companies

Member, Planning Committee, Tulane Corporate Law Institute

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