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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, 2013 - present

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