Michael A. Pittenger advises clients regarding all aspects of the Delaware General Corporation Law and the governance of Delaware corporations. He routinely counsels corporations, directors, and board committees regarding transactions such as mergers, recapitalizations, reorganizations, asset sales, dividends, stock repurchases, charter and bylaw amendments, preferred stock designations, and dissolutions. Mike also authors opinion letters on a wide range of Delaware corporate law matters.
Mike’s corporate litigation practice involves the representation of corporations, directors, and stockholders in fiduciary duty litigation, M&A and corporate takeover litigation, and statutory proceedings under the Delaware General Corporation Law. Mike is the co-author of Corporate and Commercial Practice in the Delaware Court of Chancery (Lexis Law Publishing). The work is recognized as a leading authority on Delaware corporate practice and has been cited by the Delaware courts in approximately 500 published opinions.
Mike is an active member of both the Mergers and Acquisitions Committee and the Business and Corporate Litigation Committee of the American Bar Association, Section of Business Law. He previously served as co-chair of the Task Force on M&A Litigation, which is a joint task force of those two Committees, and as chair of the Indemnification and Insurance Subcommittee of the Business and Corporate Litigation Committee.
In addition, Mike is a frequent speaker on Delaware corporate law and corporate litigation matters, including continuing legal education programs and programs sponsored by the American Bar Association.
A longtime participant in firm committees and management, he currently serves as the at-large member of the firm's executive committee.
Mike’s selected representations in M&A matters include:
Time Warner Inc. in connection with its sale to AT&T Inc.
General Mills, Inc. in its acquisition of Blue Buffalo Pet Products, Inc.
Alere, Inc. in connection with its acquisition by Abbott Laboratories
C&J Energy Services, Inc. in connection with its acquisition of the completion and production business of Nabors Industries Ltd.
Merck in its acquisition of Cubist Pharmaceuticals
- Media General, Inc. in connection with its proposed merger with LIN Media LLC
- BBVA Compass Bancshares, Inc. in connection with its acquisition of Simple Finance Technology Corp.
- GlobalLogic Holdings Inc. in connection with the acquisition of Global Logic by ODSA Topco Limited
- Deltek, Inc. in its sale to affiliates of Thoma Bravo LLC
- The special committee of the board of HUGHES Telematics in connection with the acquisition of HUGHES by Verizon Communications Inc.
Other special committee or independent director representations include representation of:
Conflicts committee of Blueknight Energy Partners, L.P. in connection with Ergon Inc.’s acquisition of Blueknight’s general partner and a related drop down transaction
- Special Litigation Committee of Clear Channel Outdoor in connection with its evaluation of a derivative lawsuit, leading to a successful settlement
- Transaction Committee of Knology, Inc. in connection with its sale to WideOpenWest
- The non-management directors of Paetec in connection with the acquisition of Paetec by Windstream Corporation
- The Audit, Conflicts and Governance Committee of Duncan Energy Partners L.P. in connection with its merger with wholly owned subsidiary of Enterprise Products Partners L.P
Selected representations in litigation matters include:
Rent-A-Center in the successful defense of its termination of a $1.4 billion merger agreement with private equity firm Vintage Capital Management LLC. (Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., C.A. No. 2018-0927-SG (March 14, 2019) (Glasscock, V.C.))
Fresenius Kabi AG in its efforts to terminate a $4.8 billion merger agreement with Akorn Inc., resulting in a landmark ruling by the Delaware Court of Chancery, holding that Akorn had experienced a material adverse effect, justifying Fresenius’s termination of the agreement. The decision was affirmed by the Delaware Supreme Court. (Akorn, Inc. v. Fresenius Kabi AG, 2018 WL 4719347 (Del. Ch. Oct. 1, 2018), aff’d, 198 A.3d 724 (Del. 2018) (TABLE))
Alere Inc. in its litigation with Abbott Laboratories involving Abbott’s efforts to abandon their merger agreement, resulting in a settlement whereby Abbott agreed to close the $5.3 billion acquisition
National Amusements and Shari Redstone in litigation with CBS over a proposed dilutive dividend
Stockholders of Fannie Mae and Freddie Mac in federal class action and derivative litigation challenging the implementation of a perpetual, “net worth sweep” dividend paid to the Department of Treasury
The Williams Companies and its directors in various stockholder lawsuits challenging Energy Transfer Equity, L.P.’s proposed acquisition of Williams and Williams’ abandonment of a roll-up merger with its master limited partnership
C&J Energy Services, Inc. and director defendants in stockholder litigation seeking to enjoin C&J’s acquisition of the completion and production business of Nabors Industries Ltd., resulting in a successful appeal to the Delaware Supreme Court (C&J Energy Serv’s., Inc. v. City of Miami Gen. Emps.’ & Sanitation Emps.’ Ret. Trust, 107 A.3d 1049 (Del. 2014))
Morgans Hotel Group Co. in expedited litigation regarding a proposed recapitalization
- E.I. du Pont de Nemours and Company in stockholder derivative litigation asserting Caremark violations in connection with alleged patent violations
- Barnes & Noble in litigation challenging its poison pill rights plan
- Liberty Media in the successful defense of a split-off transaction challenged under the terms of an indenture
- craigslist in its litigation with eBay concerning the implementation of defensive measures
- David Sokol in derivative litigation against Berkshire Hathaway and the circumstances surrounding its acquisition of Lubrizol
- Omnicare, Inc. in Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914 (Del. Supr. 2003)
- May 14, 2019
- Corporate and Commercial Practice in the Delaware Court of Chancery (annually updated Treatise published by Lexis-Nexis) 1st ed. 1998 - 2017; 2nd ed. 2018 --.
- March 9, 2016
- M&A Deal Counsel's Role in Creating a Winning Written Record for Defending Breach of Fiduciary Duty LitigationApril 19, 2013
- March 1, 2008
- October 1, 2007
- Deal Points, Spring 2006
- February 1, 2002
- November 5, 2019
- August 15, 2019
- May 29, 2019
- April 25, 2019
- March 15, 2019
- October 8, 2018
- October 2, 2018
- September 19, 2018
- August 15, 2018
- May 30, 2018
- May 23, 2018
- May 3, 2018
- December 19, 2017
- October 23, 2017
- August 15, 2017
- June 1, 2017
- Three Potter Anderson Attorneys Named “Lawyers of the Year” and 21 Attorneys Named as "the Best Lawyers in America" for 2017August 15, 2016
- Potter Anderson Partner, Donald J. Wolfe, Jr., Tops 2015 Delaware Super Lawyers Rankings; 17 Potter Anderson Attorneys in Eight Practice Areas RecognizedMay 15, 2015
- April 16-18, 2015
- 18 Potter Anderson Attorneys Recognized as 2014 Delaware Super Lawyers; Chairman Donald J. Wolfe, Jr. Ranked in Top ThreeMay 27, 2014
- September 22, 2011
- March 29, 2011
Events & Speaking Engagements
Washington & Lee University School of Law, J.D., magna cum laude, 1993; Order of the Coif, Notes and Comments Editor, Law Review, 1992-93
Miami University, Oxford, OH, B.A., magna cum laude, 1990; Phi Beta Kappa
Bar & Court Admissions
- Delaware, 1993
Professional Activities and Honors
Former member, Board of Bar Examiners of the Delaware Supreme Court
Recognized by Chambers USA: America's Leading Lawyers for Business as a leading practitioner in the area of Chancery litigation since 2009
Recognized in Best Lawyers in America 2020 in the areas of Mergers and Acquisitions Law, Corporate Law, Securities / Capital Markets Law, Corporate Governance Law and Litigation - Mergers and Acquisitions
Named as The Best Lawyers 2016 "Lawyer of the Year" for Corporate Governance Law - Wilmington, DE
Recognized in Delaware Super Lawyers since 2011, International Who's Who of Corporate Governance Lawyers since 2009, and as a future star in the 2013 edition of Benchmark Litigation
American Bar Association; Section of Business Law, Mergers and Acquisitions Committee; Business and Corporate Litigation Committee
Delaware State Bar Association