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 and Conflicts 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 Tulane Corporate Law Institute. He also 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 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.
Mark has been recognized 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 and the 2022 "Lawyer of the Year" in Wilmington, Delaware for Corporate Governance 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 and one of the 500 leading dealmakers in the U.S.
- 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 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 with 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.
- First Principles for Addressing the Competing Interests of Common and Preferred Stockholders in an M&A TransactionOctober 1, 2010
- December 10, 2009
- June 14, 2008
- May 1, 2008
- March 1, 2008
- February 1, 2008
- September 6, 2006
- November 1, 2005
- Do Directors Have Reason to Worry?November 1, 2005
- November 1, 2005
- August 1, 2005
- April 1, 2002
- A recent Delaware Court of Chancery decision raises two interesting points concerning the obligations of corporations that undertake mergers with subsidiariesJune 1, 2000
- May 1, 2000
- August 17, 2023
- June 1, 2023
- Potter Anderson Advises Special Committee of Focus Financial Partners in $7B Acquisition by Clayton, Dubilier & RiceFebruary 27, 2023
- October 12, 2022
- August 18, 2022
- Potter Anderson Advises Special Committee of Constellation Brands on Deal to Eliminate High-Vote StockJune 30, 2022
- June 1, 2022
- 11 Potter Anderson Lawyers Ranked as 2022 Delaware Super Lawyers and Six Named to Delaware Rising Stars ListMay 25, 2022
- May 9, 2022
- Potter Anderson Advises Conflicts Committee of Teekay LNG Partners on $6.2 Billion Acquisition by StonepeakOctober 5, 2021
- August 19, 2021
- Potter Anderson Advises Conflicts Committee of MGM Growth Properties on $17.2 Billion Acquisition by VICI PropertiesAugust 4, 2021
- July 12, 2021
- May 20, 2021
- May 12, 2021
- August 20, 2020
- May 11, 2020
- April 23, 2020
- January 14, 2020
- August 15, 2019
- May 30, 2019
- April 25, 2019
- April 2, 2019
- Potter Anderson Advises ETE Conflicts Committee on Simplification Transaction to Create ~$90 Billion EnterpriseAugust 17, 2018
- August 15, 2018
- August 15, 2018
- May 30, 2018
- May 29, 2018
- March 7, 2018
- August 1, 2017
- May 19, 2017
- New York Times, December 26, 2012
- March 9, 2012
- September 28, 2011
- June 29, 2011
- March 29, 2011
- December 15, 2010
- September 1, 2010
- May 4, 2010
Events & Speaking Engagements
- December 7, 2021
- March 6, 2020
- January 23, 2020
- December 3, 2019
- March 15, 2018
- September 15, 2017
- April 8, 2017
- Two Potter Anderson Attorneys to Speak at the 38th Annual Conference on Securities Regulation and Business LawDallas, TX, February 11-12, 2016
- Potter Anderson Partner, Mark Morton, to Speak at PLI's Mergers & Acquisitions 2016: Trends and DevelopmentsNew York, NY, January 14-15, 2016
- Two Potter Anderson Partners to Speak at the 37th Annual Conference on Securities Regulation and Business LawDallas, TX, February 12-13, 2015
- University of Delaware, November 19 - 20, 2014
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
Member of the Board of Advisors of the University of Pennsylvania's Institute of Law and Economics
Member of the Council of the Corporation Law Section of the Delaware State Bar Association
Fellow of the American College of Governance Counsel
American Bar Association; Past 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 (2010-2017)