Corporate Counseling & Governance
Practices MainThe attorneys in Potter Anderson's Corporate Counseling group are skilled in finding creative solutions to corporation law issues that both accomplish the client's goal and reduce the risk of liability from any ensuing challenge. Several of the partners in the corporate counseling group are “leading lawyers” according to Chambers USA: America's Leading Lawyers for Business. In addition, three members of our Corporate Counseling group serve on the governing council of the Corporation Law Section of the Delaware State Bar Association, the source of virtually all annual revisions to the Delaware General Corporation Law (DGCL).
Our attorneys are routinely retained to advise boards of directors, management and significant stockholders of Delaware corporations with respect to their fiduciary obligations under Delaware law, as well as the negotiation, structuring and effectuation of fundamental corporate transactions such as mergers, asset sales, recapitalizations, and appropriate responses to solicited and unsolicited acquisition proposals. In many of these activities, our corporate counseling group works closely with our Corporate Litigation group to ensure that the corporation and its directors and officers understand and, therefore, can anticipate and reduce the litigation risks inherent in today’s corporate environment.
Mergers and Acquisitions
The firm regularly serves as Delaware counsel in mergers, acquisitions and divestitures and other types of business transactions, ranging from both nationally and internationally prominent solicited and unsolicited transactions to transactions involving the financing, restructuring and sale of privately held corporations. The firm’s Corporate Counseling group works closely with, and many also practice in, our M&A group, advising boards of directors, management and significant stockholders with respect to the negotiation, structuring and effectuation of mergers and acquisitions and responses to solicited and unsolicited acquisition proposals, including the implementation of defensive measures such as “poison pill” rights plans. We also have been involved in many of the major proxy contests in recent years, including contests involving The Walt Disney Company, Hewlett-Packard and El Paso Corporation.
General Corporation Law and Corporate Governance
Our Corporate Counseling group advises boards of directors and their advisers with regard to the fiduciary duties of directors and officers, technical aspects of the DGCL, and a variety of other corporate governance issues. Such matters include issues relating to the structure and composition of board committees, the scope of authority that may be delegated to board committees and to corporate officers, and advice concerning compliance with “best practices” of board conduct. The attorneys practicing in this area also are retained regularly to advise corporations and their directors and officers with respect to a multitude of corporate questions and interpretations - ranging from matters of day-to-day management to highly technical interpretations under the DGCL. Through their active involvement with the bodies responsible for adopting changes both to the DGCL and the Model Business Corporation Act, as well as their participation in numerous American Bar Association committees and extensive speaking and writing on corporate law issues, our corporate counseling attorneys are at the forefront of developments in corporate governance.
Special Committee Representation
Potter Anderson has been extensively involved in the counseling of special committees of the boards of directors of numerous Delaware corporations, both in the context of committees formed in response to stockholder demands for the institution of derivative litigation and in corporate transactions in which one or more members of the board of directors may have a material conflict of interest.
In recent years, these assignments have included advice to committees of the boards of directors of some of the largest corporations in the world. In this regard, our corporate counseling attorneys work closely with the committee members, company counsel, and the committee’s investment advisers to ensure any action taken by the special committee will achieve the committee’s business goals while at the same time comporting with applicable standards of director conduct.
Opinion Practice
Our Corporate Counseling group also routinely renders written advice to its corporate clients and their advisers. In addition to providing third-party closing opinions about Delaware corporate law issues in connection with a variety of transactions, we often render reasoned opinions to our corporate clients and their boards of directors. Our reasoned opinions frequently address interpretational issues involving bylaw and charter provisions, annual meetings, requisite stockholder votes, indemnification obligations, stock sales and issuances, asset sales, dissolutions, liquidations, dividends, stock redemptions and repurchases, stock splits, asset revaluations and management delegation issues. Such advice can help to protect directors from personal liability with respect to the question at issue. In addition, we frequently render opinions in support of issuer requests to exclude shareholder proposals from public company proxy statements.
News
- June 1, 2023
- November 17, 2022
- October 12, 2022
- June 30, 2022
- May 9, 2022
- May 5, 2022
- March 8, 2022
- November 29, 2021
- October 18, 2021
- August 4, 2021
- August 4, 2021
- July 13, 2021
- May 20, 2021
- May 12, 2021
- March 8, 2021
- January 11, 2021
- Promotions Further Strengthen Leading Corporate Litigation PracticeDecember 15, 2020
- November 20, 2020
- August 7, 2020
- August 6, 2020
- July 20, 2020
- May 19, 2020
- May 11, 2020
- April 23, 2020
- March 19, 2020
- January 14, 2020
- October 2, 2019
- Nicholas D. Mozal, former clerk for Vice Chancellor Morgan T. Zurn, joins Delaware law firm as counsel to expand corporate litigation practiceSeptember 10, 2019
- September 9, 2019
- May 30, 2019
- April 25, 2019
- April 16, 2019
- April 8, 2019
- April 2, 2019
- January 17, 2019
- January 7, 2019
- 2018
- Flood v. Synutra International, Inc., et al., No. 101, 2018 (Del. Oct. 9, 2018)October 9, 2018
- Akorn, Inc., v. Fresenius Kabi AG, et al., C.A. No. 2018-0300-JTL (Del. Ch. Oct. 1, 2018) (Laster, V.C.)October 1, 2018
- September 19, 2018
- August 17, 2018
- May 30, 2018
- May 30, 2018
- May 29, 2018
- May 23, 2018
- May 18, 2018
- May 3, 2018
- March 7, 2018
- CLIENT ALERT: Court of Chancery Accepts Unaffected Market Price As Fair Value In Post-Dell AppraisalVerition Partners Master Fund Ltd. v. Aruba Networks, Inc.February 16, 2018
- California State Teachers’ Retirement System v. AlvarezJanuary 25, 2018
- December 19, 2017
- Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd.December 14, 2017
- November 15, 2017
- November 1, 2017
- October 3, 2017
- September 18, 2017
- August 29, 2017
- August 15, 2017
- August 2, 2017
- August 1, 2017
- July 17, 2017
- July 6, 2017
- June 22, 2017
- May 26, 2017
- May 8, 2017
- May 1, 2017
- April 4, 2017
- April 3, 2017
- February 13, 2017
- January 9, 2017
- January 9, 2017
- January 1, 2017
- December 9, 2016
- November 17, 2016
- November 1, 2016
- Chambers USA 2016 Names 21 Potter Anderson Attorneys and 5 Practice Areas Among the Best in DelawareMay 27, 2016
- January 25, 2016
- November 17, 2015
- October 26, 2015
- Corwin v. KKR Financial Holdings LLC, No. 629, 2014 (Del. Oct. 2, 2015).October 5, 2015
- August 31, 2015
- August 14, 2015
- In re Cornerstone Therapeutics Inc. S’holder Litig., No. 564, 2014 (Del. May 14, 2015) & Leal v. Meeks, No. 706, 2014 (Del. May 14, 2015)May 15, 2015
- April 30, 2015
- April 21, 2015
- August 22, 2014
- National Law Journal, April 14, 2014
- December 20, 2012
- August 29, 2012
- April 4, 2012
- March 9, 2012
- January 5, 2012
- September 22, 2011
- March 1, 2011
- January 19, 2011
- May 4, 2010
Publications
- Business Law Today, February 2023
- Delaware Business Court Insider, February 1, 2023
- October 3, 2022
- Business Law Today, September 1, 2022
- Business Law Today, September 1, 2022
- March 17, 2022
- 2022
- Winter 2022
- Business Law Today, January 2022
- Business Law Today, November 5, 2021
- Norton Annual Survey of Bankruptcy Law, 2021 Edition
- The Review of Securities & Commodities Regulation, June 15, 2021
- April 12, 2021
- Business Law Today, March 2021
- Business Law Today, March 2021
- March 1, 2021
- Harvard Law School Forum on Corporate Governance and Financial Regulation, May 27, 2020
- Business Law Today, March 26, 2020
- February 28, 2020
- January 31, 2020
- Law360, January 6, 2020
- Law360, March 8, 2019
- Practice Points, ABA Litigation Section, February 1, 2019
- Practice Points, January 31, 2019
- Business Law Today, July 18, 2018
- April 26, 2018
- Law360, March 28, 2018
- Law360, March 12, 2018
- Law360, February 16, 2018
- Law360, February 7, 2018
- Deal Points: The Newsletter of the Mergers and Acquisitions Committee, Winter 2018
- December 6, 2017
- November 22, 2017
- Business Law Today, September 2017
- Law360, August 29, 2017
- Law360, July 31, 2017
- Law360, June 29, 2017
- Reorganizing Failing Businesses, A Comprehensive Review and Analysis of Financial Restructuring and Business Reorganization, June 1, 2017
- Corporate Counsel Weekly, March 22, 2017
- Law360, March 21, 2017
- Corporate Counsel Weekly, March 20, 2017
- The Harvard Law School Forum on Corporate Governance and Financial Regulation, March 16, 2017
- ABA Business Law Today, January 2017
- The Temple 10-Q, Temple's Business Law Magazine, September 26, 2016
- Business Law Today, August 18, 2016
- Business Law Today, July 2016
- March 9, 2016
- Business Law Today, February 2016
- Bloomberg BNA Corporate Law & Accountability Report, June 5, 2015
- Bloomberg BNA Corporate Law & Accountability Report, January 9, 2015
- Business Law Today, April 30, 2014
- Bloomberg BNA Corporate Governance Report, April 7, 2014
- InSights, January 2014
- November 21, 2013
- November 19, 2013
- October 1, 2013
- August 30, 2013
- August 23, 2013
- April 19, 2013
- The Review of Securities & Commodities Regulation, December 7, 2011
- Bloomberg Law Reports, November 22, 2011
- November 4, 2011
- Delaware Business Court Insider, March 30, 2011
- March 23, 2011
- March 1, 2011
- February 1, 2011
- October 1, 2010
- August 1, 2010
- December 10, 2009
- April 1, 2009
- August 7, 2008
- Michael B. Tumas, Michael K. Reilly, June 10, 2008
- May 1, 2008
- Rethinking The Blasius Standard of Review: The Implications of Mercier v. Inter-Tel (Delaware), Inc.April 4, 2008
- March 1, 2008
- February 1, 2008
- October 1, 2007
- August 22, 2007
- May 11, 2007
- April 27, 2007
- April 1, 2007
- March 27, 2007
- October 1, 2006
- Deal Points, Spring 2006
- January 1, 2006
- January 1, 2006
- Do Directors Have Reason to Worry?November 1, 2005
- November 1, 2005
- December 1, 2004
- Electronic Discovery - What's All The Talk About?, November 1, 2004
- October 1, 2004
- March 1, 2004
- March 1, 2004
- May 15, 2003
- 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
- January 1, 2000
- May 1, 1999
Events & Speaking Engagements
- May 1, 2023
- April 28, 2023
- April 20, 2023
- December 1, 2022
- September 22, 2022
- June 6, 2022
- May 26, 2022
- May 14, 2022
- April 27, 2022
- April 1, 2022
- March 29, 2022
- March 25, 2022
- March 4, 2022
- March 4, 2022
- January 13, 2022
- December 7, 2021
- October 21, 2021
- September 24, 2021
- September 23, 2021
- June 17, 2021
- May 20, 2021
- February 25, 2021
- January 28, 2021
- January 22, 2021
- December 8, 2020
- December 2, 2020
- December 1, 2020
- November 19, 2020
- October 22, 2020
- September 23, 2020
- June 23, 2020
- June 17, 2020
- June 5, 2020
- March 6, 2020
- March 5, 2020
- February 6, 2020
- January 23, 2020
- January 22, 2020
- January 10, 2020
- December 3, 2019
- October 25, 2019
- October 24, 2019
- October 24, 2019
- September 12, 2019
- September 12, 2019
- September 12, 2019
- September 12, 2019
- May 23, 2019
- May 22, 2019
- April 11, 2019
- March 30, 2019
- March 29, 2019
- March 29, 2019
- March 14, 2019
- January 29, 2019
- January 11, 2019
- January 8, 2019
- November 9, 2018
- October 23, 2018
- October 18, 2018
- September 18, 2018
- May 11, 2018
- April 13, 2018
- April 11, 2018
- March 28, 2018
- March 16, 2018
- March 15, 2018
- January 12, 2018
- December 5, 2017
- November 9, 2017
- October 24, 2017
- October 19, 2017
- October 12, 2017
- September 27, 2017
- September 16, 2017
- June 7, 2017
- April 21, 2017
- November 2-4, 2016
- September 15, 2016
- September 8, 2016
- August 12, 2016
- April 22, 2016
- April 14, 2016
- Dallas, TX, February 11-12, 2016
- New York, NY, February 10, 2016
- Wilmington, DE, May 28, 2015
- May 1, 2015
- University of Delaware, November 19 - 20, 2014
- Los Angeles, CA, November 11, 2014
- Toyko, Japan, October 19 - 24, 2014
Practice Contact
People
- Berton Ashman, Jr.
- J. Matthew Belger
- T. Brad Davey
- Evan Hockenberger
- Roxanne Houtman
- Jamie Judefind
- Tyler Leavengood
- Garrett Lyons III
- Michael Maxwell
- Pamela Millard
- Mark Morton
- Thomas Mullen
- Matthew O'Toole
- Brian Ralston
- Jacqueline Rogers
- Alyssa Ronan
- Rebecca Salko
- Kevin Shannon
- Myron Steele
- Benjamin Stowers
- Michael Tumas
- Peter Walsh, Jr.
- Zachary Woerner