A. Gilchrist Sparks III

Of Counsel

Tel: (302) 351-9276
Fax: (302) 425-4683
asparks@mnat.com

Gil is a member of both the Corporate and Business Litigation and the Delaware Corporate Law Counseling Groups.  His practice is concentrated in litigation and counseling arising from mergers and acquisitions and disputes relating to the governance of Delaware corporations.

Noteworthy

Best Lawyers’ 2010 Delaware Lawyer of the Year in Mergers & Acquisitions Law
Best Lawyers’ 2009 Delaware Lawyer of the Year in Corporate Law
Directorship 100's One of the most influential players in corporate governance (2007)
Selected as one of the leading M&A lawyers by the Legal Media Group's Guide to the World's Leading Mergers and Acquisitions Lawyers (2008)
Chambers USA:  America's Leading Lawyers for Business describes Gil as the "dean of the [Chancery] bar".

News

• A. Gilchrist Sparks III Presents at Practising Law Institute: Contests for Corporate Control 2010 – Director Fiduciary Duties in M&A Transactions
  Gil Sparks served as a panelist on the session entitled Director Fiduciary Duties in M&A Transactions at the Practising Law Institute (PLI) Contests for Corporate Control 2010: Current Offensive & Defensive Strategies in M&A Transactions seminar in New York City.
• A. Gilchrist Sparks III Presents at the 37TH Annual Securities Regulation Institute – Avoiding the Corporate Lawyer's Own Nightmare: Ethical and Liability Landmines
  Gil Sparks served as a panelist on the session entitled Avoiding the Corporate Lawyer's Own Nightmare: Ethical and Liability Landmines at the 37th Annual Securities Regulation Institute
• Three Morris Nichols Attorneys Named 2010 Lawyers of the Year by The Best Lawyers in America
  A. Gilchrist Sparks, III, William H. Sudell, Jr. and Kenneth J. Nachbar have been named 2010 Delaware Lawyers of the Year by the Best Lawyers in America Guide.
• A. Gilchrist Sparks III, Patricia O. Vella Present at Office and Trial Practice: Corporate Law – Current Developments; Corporate Transactions – Best Practices
  Morris Nichols’ partner A. Gilchrist Sparks III and Special Counsel Patricia O. Vella served as faculty speakers at the day-long CLE seminar, Office and Trial Practice, co-sponsored by the Delaware State Bar Association and the Delaware Bar Foundation.
• PLI’s In Brief Features Article by A. Gilchrist Sparks III, Christine Dupriest – Pleading Director Knowledge
  The article Pleading Director Knowledge authored by Morris Nichols' partner A. Gilchrist Sparks III and associate Christine H. Dupriest was featured in In Brief, the Practicing Law Institute’s (PLI) on-line weekly eNewsletter series.
• 26 Morris Nichols Attorneys Named to The Best Lawyers in America 2010: Firm Earns Seven #1 Rankings in Delaware
  The Best Lawyers in America 2010 has ranked Morris Nichols #1 in Delaware in seven practice areas and has named 26 Morris Nichols attorneys to its The Best Lawyers in America 2010 list.
• Rick Alexander Authors The Role of the Board in Turbulent Times: Responding to Unsolicited Takeover Offers; Excerpts at Harvard Law School Forum on Corporate Governance and Financial Regulation
  Rick Alexander authored the report The Role of the Board in Turbulent Times: Responding to Unsolicited Takeover Offers issued today by The Conference Board Governance Center.
• 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.
• A. Gilchrist Sparks III Featured in Pennsylvania (and Delaware) Super Lawyers 2009
  A. Gilchrist Sparks III has been profiled in the feature article Company Man that appears in Delaware Super Lawyers 2009.
• A. Gilchrist Sparks III Elected Chairman of the Board of Trustees at the University of Delaware
  The University of Delaware has announced that A. Gilchrist Sparks III has been elected Chairman of the Board of Trustees for the University.
• A. Gilchrist Sparks III and Michael Houghton Named 2009 Lawyers of the Year by the Best Lawyers in America
  Partners A. Gilchrist Sparks III and Michael Houghton have been named Delaware Lawyers of the Year by the Best Lawyers in America Guide.
• A. Gilchrist Sparks III Presents at Practicing Law Institute: Contests for Corporate Control 2009
  A. Gilchrist Sparks III was among the featured faculty panelists speaking at the Practicing Law Institute (PLI) M&A seminar.
• A. Gilchrist Sparks III Speaks at 36th Annual Securities Regulation Institute
  A. Gilchrist Sparks III presented at the 36th Annual Securities Regulation Institute in Coronado, CA.
• 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.
• Morris Nichols Partner A. Gilchrist Sparks, III Elected to American Academy of Appellate Lawyers
  Morris Nichols is pleased to announce that A. Gilchrist Sparks, III was elected to membership in the American Academy of Appellate Lawyers.
• A. Gilchrist Sparks III Selected As One Of The Most Influential Players in Corporate Governance
  A. Gilchrist Sparks III has been selected as one of the most influential players in corporate governance in Directorship 100 in its September 2007 issue.
• 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.
• Four Morris Nichols Partners Named To Lawdragon 500 "Leading Dealmakers" List
  Frederick H. Alexander, Lewis S. Black, Jr., John F. Johnston and A. Gilchrist Sparks, III, have been named to the Lawdragon 500 Leading Dealmakers in America list.

Notable Publications and Presentations

• A. Gilchrist Sparks III, John P. ___DiTomo, Management Projections: To Disclose or Not to Disclose?, 1677 PLI/Corp 379 (2008)
• S. Mark Hurd, A. Gilchrist Sparks III, Jay N. Moffitt, The Delaware Court of Chancery Concludes Directors' Action To Reschedule A Stockholder Vote Satisfies Blasius' Compelling Justification Standard
• A. Gilchrist Sparks III, A Comment Upon Unocal at 20, Delaware Journal of Corporate Law, Vol. 31, No. 3, p. 887-889, 2006
• S. Mark Hurd, A. Gilchrist Sparks III, The Walt Disney Company Derivative Litigation - Delaware Supreme Court Affirms Court of Chancery Decision
• A. Gilchrist Sparks III, Corporate Democracy - What It Is, What It Isn't, and What It Should Be, Presentation at Tulane University, 18th Annual Law Institute, New Orleans, LA (February 2006)
• David A. Drexler, Lewis S. Black Jr., A. Gilchrist Sparks III, Delaware Corporation Law and Practice, Matthew Bender (1987-2005)
• A. Gilchrist Sparks, III, Andrew H. Lippstone, Changes in the Corporate Law After Enron: Emerging Director Liability Issues, Presentation at Tulane University, 15th Corporate Law Institute, New Orleans, LA (March 13-14, 2003).
• Frederick H. Alexander, A. Gilchrist Sparks III, The Delaware Corporation: Legal Aspects of Organization and Operation, Corporate Practice Series, Bureau of National Affairs, Inc., 2002
• S. Mark Hurd, A. Gilchrist Sparks III, Special Committees of Directors – When Does the Business Judgment Rule Apply and To What Extent Are Committee Proceedings Confidential, Delaware Law Review, Vol. 2 (Delaware State Bar Association 1999)
• Lewis Black, Jr., A. Gilchrist Sparks, III, David A. Drexler, Delaware Corporation Law & Practice, (Matthew Bender & Co., Inc., 1996-98)
• A. Gilchrist Sparks III, Special Committees and the Role of Outside Directors, Presentation at the 15th Annual M & A Lawyer Conference, New York, NY (February 2, 1998)
• A. Gilchrist Sparks, III, Eric L. Schnabel, Stockholders v. Directors A Status Report on Defensive Measures, Presentation at University of Miami, Second Annual Institute on Mergers & Acquisitions, Miami, FL (February 5, 1998)
• A. Gilchrist Sparks III, A Step Beyond - Reflections on the Jurisprudence of Chancellor William T. Allen, 22 Del. J. Corp. L. 921-27 (1997)
• R. Judson Scaggs, Jr., A. Gilchrist Sparks III, Delaware Law Issues in Spin-Offs And Split-Offs, Presentation at the Twenty Fourth Annual Securities Regulation Institute, Coronado, CA (January 24, 1997)
• A. Gilchrist Sparks III, Merger Agreements Under Delaware Law - When Can Directors Change Their Minds, 3 U. Miami L. Rev. 815-21 (1997)
• S. Mark Hurd, A. Gilchrist Sparks III, Special Negotiating Committees, The Review of Securities & Commodities Regulation, Vol. 30, No. 8, 97-101 (McGraw-Hill Companies, 1997)

Professional and Community Activities

• Member, The American Law Institute
• Fellow, American College of Trial Lawyers
• Fellow, American Bar Foundation
• Member, Committee on Corporate Laws of ABA Business Law Section - Co-Chair, Director Voting Task Force
• Member, Board of Advisors, University of Pennsylvania Institute for Law and Economics
• Co-Chairman, Weinberg Center for Corporate Governance Advisory Board, University of Delaware
• Executive Editor, Delaware Law Review
• Former Chairman, Delaware State Board of Bar Examiners
• Member, Board of Trustees, University of Delaware
• Co-chair, Delaware Supreme Court's Permanent Advisory Committeee on the Delaware Uniform Rules of Evidence
• Member, Corporation Law Council, Delaware State Bar Association