A. Gilchrist Sparks III, Lou Hering and Patricia Vella Serve on Panels at ABA Business Law Section Spring Meeting

May 2010

Wilmington, DE – May 13, 2010 – A. Gilchrist Sparks III, Morris Nichols Corporate Litigation and Corporate Law Counseling Group Of Counsel and Best Lawyers 2010 Delaware Lawyer of the Year in Mergers & Acquisitions Law, Lou Hering, Commercial Law Counseling Group Partner, and Patricia Vella, Delaware Corporate Law Counseling Group Special Counsel, served as panel speakers at the American Bar Association (ABA) Business Law Section Spring Meeting in Denver, April 22-24, 2010.

Gil’s panel, Pressures on the Annual Meeting Process, covered elimination of broker voting and use of majority voting, the increased success of shareholder proposals, short slate election contests and withhold voting campaigns, and proxy access bylaws under Delaware law.  The panel discussed strategies to address these pressures, including those set forth in the new ABA Annual Meeting Guidebook.

Lou’s panel, LLCs - Important Case Law Developments 2010, is an annual program that provided updates on case law and other legal developments affecting limited liability companies and partnerships, including updates on cases in Delaware and highlights of important legislative developments since 2009.

Tricia’s panel, Creating Contractual Limitations on Seller Liability that Work Post-Closing:  Avoiding Serious Pitfalls in Domestic and International Deals, covered recent case law and practitioner perspectives on how to limit sellers’ contractual and extracontractual liabilities in M&A transactions, including:  how to protect the seller through the auction and negotiating processes, the intersection of fiduciary duties and deal protections, and exclusive remedy and extra-contractual representation waiver provisions.