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Matthew E. Fischer

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Matthew E. Fischer primarily practices in the areas of corporate, commercial and alternative entities litigation; he also advises directors regarding M&A related litigation, internal investigations, shareholder derivative suits and class actions.

In addition, he has represented corporations and/or directors in takeover disputes, corporate injunctive proceedings, appraisal actions, advancement / indemnification suits, and litigation arising under various sections of the Delaware General Corporation Law.

Representative Matters

  • National Amusements and Shari Redstone in litigation with CBS over a proposed dilutive dividend
  • Kindred Healthcare and its directors in class action litigation over its acquisition by Humana/TPG/Welsh Carson
  • SoftBank in litigation related to the Sprint/Clearwire merger
  • Senior Housing Capital in commercial litigation against CalPERS
  • Suntory Holdings in shareholder litigation over its acquisition of Beam Inc.
  • Simon Property Group in commercial litigation
  • Intel in shareholder litigation challenging its acquisitions of Altera and McAfee
  • Wal-Mart Stores in shareholder proposal litigation 
  • Lorillard and its board in class action litigation related to Reynolds’ acquisition of Lorillard
  • Bank of America in shareholder litigation over its merger with Merrill Lynch
  • Dollar Thrifty and its board relating to its merger with Hertz
  • Alpha Natural Resources in connection with litigation surrounding its acquisition of Massey Energy Company
  • J. Crew directors in litigation challenging its buyout
  • Cogent and its directors with respect to 3M’s acquisition
  • The controlling stockholder of Delphi Financial Group in litigation challenging the acquisition of Delphi by Tokio Marine
  • Emulex and its board relating to Broadcom’s hostile offer
  •  XO Communications shareholders challenging an asset sale proposed by its controlling shareholder Carl Icahn
  • BlueScope Steel and Butler Manufacturing in appraisal litigation
  • PeopleSoft and its directors in connection with Oracle's hostile offer
  • Hallwood Realty Partners related to Carl Icahn's hostile bid for the partnership
  • Hewlett-Packard Company in litigation brought by Walter Hewlett relating to the HP-Compaq merger
  • Baxter HealthCare Corporation in a commercial dispute with Aventis Behring


More Info


Wake Forest University School of Law, J.D., cum laude, 1992; Recipient American Jurisprudence Awards in Legal Research and Writing, 1990, Real Property Security, 1991, and Federal Jurisdiction, 1992

James Madison University, B.A., cum laude, 1989

Bar & Court Admissions

  • Delaware, 1992

    Pennsylvania, 1993

Professional Activities and Honors

Recognized by Chambers USA: America's Leading Lawyers for Business as a leading practitioner in the area of Chancery litigation 

Recognized by The Best Lawyers in America in the area of Corporate Law, most recently in the 2022 edition

Named to the Delaware Super Lawyers list, 2012–present

American Bar Association; Business Law Section, LLCs, Partnerships and Unincorporated Entities Committee; Chair of Litigation Subcommittee

Board of Editors, The Delaware Law Review