William M. Lafferty

Partner

Tel: (302) 351-9341
Fax: (302) 425-4679
wlafferty@mnat.com

Bill is a member of the Corporate and Business Litigation Group.  His practice involves corporate and commercial litigation, with an emphasis on cases involving mergers and acquisitions, proxy contests and consent solicitations, and shareholder class and derivative actions.  Bill’s litigation practice is concentrated on cases pending in the Delaware Court of Chancery and Delaware Supreme Court.  Bill also advises corporate clients and boards of directors with respect to litigation and transactional matters.

Noteworthy

Named in the 2003 - 2008 editions of Chambers USA: Guide to America’s Leading Lawyers for Business as one of the leading practitioners in the Delaware Court of Chancery.  The most recent edition of Chambers noted that among Chancery practitioners, Bill "is always business-minded" deserving of "the respect he elicits in court."

Representative Matters

M&A Transactions/Litigation:  In the past few years, Bill has been involved in a number of significant M&A transactions and related litigations, including representations of: (1) Caremark Rx, Inc. and its Board of Directors in connection with its stock-for-stock merger of equals with CVS Corporation, and related hostile exchange offer by Express Scripts, Inc. (Louisiana Municipal Police Employees’ Retirement System v. Crawford; 2007 Del. LEXIS 27 (Del. Ch. Feb. 23, 2007) (denying in part, broad preliminary injunction sought by class plaintiffs and Express Scripts against Caremark-CVS merger), appeal refused, Express Scripts, Inc. v. Crawford, 2007 Del. LEXIS 101 (Del. Mar. 8, 2007)); (2) Texas Pacific Group and Apollo Management L.P. in connection with their going-private acquisition of Harrah’s Entertainment, Inc.; (3) Cox Communications, Inc. and a special committee of its Board of Directors in connection with its going-private merger with the company’s majority stockholder, Cox Enterprises, Inc. (In re Cox Commc’ns S’holders Litig., 879 A.2d 604 (Del. Ch. 2005)); (4) Fox Entertainment Group and a special committee of its Board of Directors in connection with its going-private merger with the company’s majority stockholder, News Corporation; (5) Solar Capital Corporation (an acquisition vehicle formed by a number of private equity investors) in connection with its all cash acquisition of SunGard Data Systems, Inc. (In re SunGard Data Systems, Inc. S’holder Litig., 2005 Del. Ch. LEXIS 105 (Del. Ch. July 6, 2005)); and (6) Cardiac Science, Inc. in connection with its stock-for-stock merger with Quinton Cardiology Systems, Inc.

Advancement/Indemnification Matters:  Successfully represented former officer of Oplink Communications, Inc. in connection with her demand for advancement of legal fees and expenses under 8 Del. C. § 145(e) and an advancement agreement between the former officer, Oplink and Oplink’s D&O Insurer. In addition, successfully represented a former officer of Homestore, Inc. in connection with his demand for advancement of legal fees and expenses incurred in connection with numerous proceedings in which the former officer was named as a defendant. The case was tried before the Court of Chancery in 2004 and all of the Court of Chancery opinions in the case were affirmed on appeal by the Delaware Supreme Court. See Tafeen v. Homestore, Inc., 888 A.2d 204 (Del. 2005) and numerous other opinions issued in this case.

Internal Corporate Investigations:  Recent experience with internal corporate investigations in connection with stockholder derivative claims and other claims related to alleged corporate wrongdoing, including representations of Special Litigation Committees of the Boards of Directors of NuSkin Enterprises, Inc. (Kindt v. Lund, 2003 Del. Ch. LEXIS 62 (Del. Ch. May 30, 2003) (granting corporation’s motion to dismiss based on report and recommendation of SLC)), Community Bancshares, Inc., and Hanover Compressor Company.

Hostile Takeovers and Proxy/Consent Contests:  Significant experience in both the offensive and defensive sides of hostile M&A transactions, including recent representations of (1) Delcath Systems, Inc. in connection with its defense of a hostile consent solicitation (Delcath Sytems, Inc. v. Ladd, 2006 U.S. Dist. LEXIS 67720 (S.D.N.Y. Sept. 20, 2006), rev’d, 466 F.3d 257 (2d Cir. 2006)); (2) Parlux Fragrances, Inc. in connection with its defense of a hostile consent solicitation; (3) Maxwell Shoe Company in connection with its defense against a hostile offer from Jones Apparel (Jones Apparel Group, Inc. v. Maxwell Shoe Co., Inc., 883 A.2d 837 (Del. Ch. 2004)); and (4) Mesa Air Group in connection with its hostile attempt to acquire Atlantic Coast Airlines (Mesa Air Group, Inc. v. Atlantic Coast Airlines Holdings, Inc., C.A. No. 027-N, Chandler, C.)).

Class and Derivative Actions:  Significant experience in stockholder class and derivative actions, including recent representations of the Boards of Directors of ConAgra Foods, Inc. (see In Re ConAgra Foods Derivative Litig., 2006 U.S. Dist. LEXIS 70787 (D. Neb. Sept. 27, 2006) (dismissing stockholder derivative claims under Sarbanes-Oxley Act and Delaware law)); Regal Entertainment Group (see Regal Entertainment Group v. Amaranth LLC, 894 A.2d 1104 (Del. Ch. 2006) (opinion certifying defendant class action in connection with dispute over meaning of bond indenture); Aspen Advisors LLC v. United Artists Theatre Co., 843 A.2d 697 (Del. Ch. 2004), aff’d, 861 A.2d 1251 (Del. 2004) (affirming dismissal of warrant holder class action); and Teachers’ Retirement System of Louisiana v. Anschutz, C.A. No. 444-N, Chandler, C. (Del. Ch. June 1, 2004) (Oral Ruling denying motion to preliminarily enjoin $700 million special dividend)), Amax Gold (Lewis v. Ward, 852 A.2d 896 (Del. 2004) (affirming dismissal of derivative action)); Pogo.com (Goldman v. Pogo.com, Inc., 2002 Del. Ch. LEXIS 88 (Del. Ch. June 14, 2002) (granting motion to dismiss certain class/derivative claims in part)), and Progress Financial (Litt v. Wycoff, 2003 Del. Ch. LEXIS 23 (Del. Ch. Mar. 28, 2003) (dismissing derivative claims for failure of stockholder to make a demand)), just to name a few.

Books & Records/Stocklist Matters:  Significant experience in both the prosecution and defense of actions seeking to compel the inspection of books and records of Delaware corporations, limited partnerships, and limited liability companies.

Court Assignments:  Appointed by Court of Chancery (Chancellor William B. Chandler III) as Special Master in DiLoretto v. Tiber Holding Corp., 2001 LEXIS 26 (Del. Ch. Feb. 20, 2001), aff’d, 804 A.2d 1055 (Del. 2001)).

Pro Bono:  Recently represented two young brothers, pro bono, as Attorney Guardian Ad Litem in connection with a Delaware Family Court proceeding seeking to terminate parental rights, and related adoption proceedings.

News

• Chambers USA 2009 Names 20 Morris Nichols Attorneys and Five Practice Groups as Best in Delaware
  Chambers USA: America’s Leading Lawyers for Business today ranked twenty Morris Nichols’ attorneys and five practice groups as best in Delaware.
• 18 Morris Nichols Attorneys Selected for Inclusion in Super Lawyers – Delaware Edition 2009
  Super Lawyers® magazine has named 18 Morris Nichols attorneys as top legal counsel in Delaware for 2009, three more than were listed in 2008.
• 22 Morris Nichols Attorneys Named to The Best Lawyers in America 2009: Firm Earns Seven #1 Rankings in Delaware
  The Best Lawyers in America 2009 has ranked Morris Nichols #1 in Delaware in seven practice areas.
• Lawdragon Names Three Morris Nichols Attorneys Among Top 500 Lawyers in America; Ten Selected as 2008 Finalists
  Morris Nichols partners Rick Alexander, Bill Lafferty and Ken Nachbar have been named to the Lawdragon 500 Leading Lawyers in America 2008 guide, an independent listing of the nation’s most elite attorneys.
• William Lafferty Quoted in International Financial Law Review Feature Article on Huntsman Decision
  Morris Nichols partner Bill Lafferty provided in depth insight into the recent Hexion v. Huntsman decision in a feature article appearing on IFLR.COM, the website for the International Financial Law Review.
• Nachbar & Lafferty Named In Securities Litigation Rankings
  Kenneth J. Nachbar and William M. Lafferty have been named to Lawdragon’s “100 Lawyers You Need to Know in Securities Litigation”.
• Four Morris Nichols Attorneys Named To Lawdragon 500 Leading Lawyers In America
  Morris Nichols Arsht & Tunnell LLP announced today that four of its attorneys were named to the Lawdragon 500 Leading Lawyers in America, and that two additional attoneys were named as finalists.
• National Law Journal calls Morris Nichols a “Big Player” in M&A Deals
  Morris Nichols was involved in two of the largest M&A deals of 2006, Anandarko Petroleum Corp.’s acquisition of Kerr-McGee Corp.and Caremark Rx Inc.’s proposed $22.1 billion merger with CVS Corp.

Publications

• William M. Lafferty, John P. DiTomo, Eric Wilensky, Material Adverse Effects And Reasonable Best Efforts: The Hexion/Huntsman Opinion
• William M. Lafferty, Kenneth J. Nachbar, Jay N. Moffitt, Leslie A. Polizoti, Section 102(b)(7) Charter Provisions Remain Potent Weapons
• William M. Lafferty, R. Judson Scaggs, Jr., Jeffrey R. Wolters, Delaware Supreme Court Recognizes Expanded Scope of Direct Shareholder Claims
• William M. Lafferty, Delaware Court of Chancery Disapproves Class Action Settlement Based on Concerns Over Timing of Presentation and Investigation of Claims
• William M. Lafferty, Gregory W. Werkheiser, Ian Roberts ___McConnel, Delaware Court of Chancery Prohibits a Financially Healthy Company From Agreeing to Sell Substantially All Of Its Assets Through a Bankruptcy Filing Without Approval of the Company's Common Stockholders Under 8 Del. C. § 271(a)
• William M. Lafferty, Susan Wood Waesco, Jay N. Moffitt, Delaware Court of Chancery Certifies Defendant Noteholder Class and Appoints Hedge Fund as Class Representative
• William M. Lafferty, Eric Wilensky, Delaware Court of Chancery Suggests that Federal Securities Regulation do not Trump State Annual Meeting Law
• William M. Lafferty, Pure Resources: The Latest Word from the Delaware Courts on the Standard of Review Applicable to a Tender Offer by a Controlling Stockholder, Securities Regulations & Law Reporter, Vol. 35, no. 2 (The Bureau of National Affairs, Inc.), and Mergers & Acquisitions Law Reporter, Vol. 6, No. 2 (The Bureau of National Affairs, Inc., January 13, 2003)
• Michael Houghton, William M. Lafferty, Andrew H. Lippstone, The Expansion of the Delaware Court of Chancery's Jurisdiction to Adjudicate or Mediate Certain "Technology Disputes" -- An Evolution, Not a Revolution, ABA Network: The Newsletter of the Business Law Section, Committee on Business and Corporate Litigation, Vol. 11, Issue 1 (Spring 2003)
• William M. Lafferty (Contributor), Contemporary Corporation Forms, Part 14, Dissenters' Rights; Part 20, Inspection of Records (2d ed., Aspen Law & Business, 1998).
• William M. Lafferty, Havens II & III: The Court of Chancery Further Rewrites The Legal Standard For Advancement Of Litigation Expenses For Directors And Officers, Corporation (Aspen Law & Business, Scheduled for Publication Spring/Summer 1998)
• William M. Lafferty, Havens v. Attar: The Delaware Court of Chancery Re-Examines the Legal Standard for Advancement of Litigation Expenses for Directors and Officers, Corporation, Vol. 67, No. 15, 1-7 (Aspen Law & Business, 1997)
• William M. Lafferty, Recent Developments in Shareholder/Director Inspection Cases: A Resurgence in the Use ofSection 220 of the Delaware General Corporation Law, Vol. 68, No. 11, 1-8 (Aspen Law & Business, 1997)

Professional and Community Activities

• Member, Delaware State Bar Association’s Corporation Law Section and Committee on Professional Ethics
• Member, the American Bar Association Business Law Section Committee on Business and Corporate Litigation
• Recently appointed by the Delaware Supreme Court to a second 3-year term on the Delaware Board of Bar Examiners
• Appointed by the Delaware Supreme Court in 2004 as Chair of the Delaware Commission on Continuing Legal Education
• Member, Executive Committee of Morris, Nichols, Arsht & Tunnell LLP
• Member, Recruiting Committee of Morris, Nichols, Arsht & Tunnell LLP (past Chair)