Matt Fischer


Matt Fischer is a partner at Potter Anderson, and 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. He typically defends boards, companies and directors in Court of Chancery litigation, and has represented some of the largest and most prominent companies and individuals in the country.

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. He also advises boards and directors regarding corporate law and governance issues, as well as conducting internal investigations for boards or board committees.

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An aggressive, thoughtful trial lawyer, Matt is skilled at assembling teams, working in concert with co-counsel, and developing and pursuing a well-articulated strategy for defending or prosecuting cases. He’s a builder of consensus and creator of alignment, which results in high-performance legal teams executing efficiently.

With over twenty years of experience trying cases in Delaware courts, he is well-known and respected by both judges and other members of the bar. This credibility and reputation are a significant tactical asset for his clients. He is often able to maximize his clients’ chances for success by tailoring his arguments to each judge’s unique perspectives and practices. This is bulwarked by his dual-track approach of developing a trial and presentation strategy for every case – he believes no litigator can fully position a case for success unless they are fully and genuinely prepared to try it.

Delaware’s Court of Chancery is a unique forum, in which Matt litigates both with and without co-counsel. In major litigation – true bet-the-company cases – he works effectively and efficiently with co-counsel to drive best outcomes, often taking on aspects of the cases most tied to Delaware corporate and commercial law issues and practices. Due to his skill and experience in this role, he often has longstanding relationships with his co-counsel, working with them on numerous cases for years.

In this role, he often serves as a procedural advisor and guide as well. He will advise co-counsel on what’s going to happen in a case, what they should anticipate, how the process will unfold, and so on. This can include guidance on communicating with the Court – sharing with them the importance of civility, or the specific preferences of a court, judge, or chancellor.

Whatever the case or engagement, Matt makes it his highest priority, and has done so for twenty plus years. For that reason, he’s the trial attorney of choice in the Court of Chancery for many of the country’s biggest, most prominent attorneys, clients and corporations.

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Representative Matters

  • National Amusements and Shari Redstone in shareholder litigation challenging the CBS/Viacom merger and, in 2018, in litigation with CBS over a proposed dilutive dividend
  • Special Committee of the Board of Marriott International, Inc.
  • Former Salix CEO in litigation against Valeant Pharmaceuticals
  • Scott Manufacturing CEO in litigation over LLC ownership/investments
  • 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

Professional Activities & Recognition

Honors & Recognitions

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, 2012–2022


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

Board of Editors, The Delaware Law Review 


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

Bar Admissions

  • Delaware, 1992

    Pennsylvania, 1993


Firm News

Matthew in the News

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