Delaware Corporate Law Counseling

“Highly recommended for the top-quality corporate advice provided by a ‘well-seasoned’ team that displays the ‘personal touch and great client service’”  -Chambers USA

       

The Corporation Law Counseling Group provides expertise on matters involving the Delaware General Corporation Law.  That expertise is particularly important to lawyers with law firms located outside of Delaware or in-house counsel who may be generally familiar with Delaware corporation law but do not deal with it on a full-time basis.  Corporate counseling may involve corporate governance issues or may be more transactional in nature, including advice concerning mergers, acquisitions, spin-offs, financings and other complex transactions.  Members of the Group are called upon for advice that ranges from sound bite answers to specific questions to providing formal written legal opinions.  The Group's transactional work ranges from suggesting simple solutions to designing and structuring transactions for businesses and investors throughout the world.

In addition, members of the Group regularly serve as special counsel to boards of directors and board committees, particularly in situations involving potential conflicts of interest and fiduciary duty issues.  Such representations often involve negotiated and hostile takeovers, going-private transactions, financings and other transactions with existing investors or management, audit committee investigations, and decisions with respect to insolvency and bankruptcy.

News

• Rick Alexander Authors The Conference Board Report – The Role of the Board in Turbulent Times: Responding to Unsolicited Takeover Offers
  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.
• Rick Alexander Speaks at 29th Annual Ray Garrett, Jr. Corporate and Securities Law Institute - Developments in M&A
  Rick Alexander spoke on the panel Developments in M&A at the 29th Annual Ray Garrett, Jr. Corporate and Securities Law Institute.
• Rick Alexander Quoted in National Law Journal - Focus on Amendments to Delaware Corporation Law
  Rick Alexander was quoted in The National Law Journal this week in an article analyzing the recent amendments to the Delaware General Corporation Law signed into law by Delaware Governor.
• Rick Alexander Moderates at 21st Annual Corporate Law Institute - Role and Issues Faced by Financial Advisors
  Rick Alexander served as a faculty member and moderated the panel, Roles Played and Issues Faced by Financial Advisors in Today's Deals, at the Twenty-First Annual Corporate Law Institute at Tulane University Law School.
• Rick Alexander Speaks at ABA Section of Business Law - Delaware Business Law Forum - On Case Law, Legislative Developments
  Rick Alexander spoke on the Plenary Session Panel: Annual Update on Delaware Business Law at the Delaware Business Law Forum, March 6 - 7, 2009, hosted by the Widener University School of Law.
• Rick Alexander Discusses Special Committees at PLI Seminar: Going Private: Doing It Right 2009
  Rick Alexander served as a faculty member on the panel, The Special Committee: Not Just Window Dressing, at the Practicing Law Institute’s seminar Going Private: Doing It Right 2009 in New York City.
• Andrew Johnston and R.J. Scaggs, Jr. Speak at 31st Annual Securities Regulation and Business Law Conference
  Partners Andrew Johnston and R.J. Scaggs, Jr. served as faculty members at the 31st Annual Securities Regulation and Business Law Conference.
• Jeffrey Wolters and James Honaker Author "Analysis of 2008 Amendments to the Delaware General Corporation Law"
  Jeffrey Wolters and James Honaker authored “Analysis of 2008 Amendments to the Delaware Corporation Law” that is featured in the 79th Volume of Corporation Service.
• 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.
• Chambers USA 2008 Names 18 Morris Nichols Attorneys and Five Practice Groups as Best in Delaware
  The 2008 edition of Chambers USA: America’s Leading Lawyers for Business today ranked five Morris Nichols’ practice groups and 18 attorneys as best in Delaware.
• Fifteen Morris Nichols Attorneys Named in the 2008 Delaware Super Lawyers Listing
  Fifteen Morris Nichols lawyers were selected as top Delaware attorneys by Super Lawyers Magazine and within this distinguished group, two were further recognized among the 10 best in the state.
• Eighteen Morris Nichols Attorneys Recognized In Best Lawyers In America 2008
  According to Best Lawyers, Morris Nichols had the highest number of attorneys named in Delaware in the practice areas of commercial litigation (5) and corporate law (10).
• 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.
• Wolters & Honaker "Write the Book" on the 2007 Amendments to Delaware General Corporation Law
  Two attorneys in the Delaware Corporate Law Counseling Group at Morris Nichols Arsht & Tunnell, LLP recently authored an “Analysis of the 2007 Amendments to the Delaware General Corporation Law,” that appeared in Corporation, a publication of Aspen Publishers Inc.
• 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.
• Morris Nichols Ranks 15th in Thomson Financial’s Rankings of Legal Advisors Based on Deal Value for Completed US Deals for the First Quarter of 2007
  Morris Nichols had 10 transactions totaling nearly $36 billion in value.
• 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

• Angela Priest, Eric Wilensky, Corporate Governance Developments in a Recessionary Environment Securities Regulation & Law Report, Vol. 41, No. 20 (May 18, 2009)
• Angela Priest, Eric Wilensky, 2007 Developments in Delaware Corporation Law Securities Regulation & Law Report, Vol. 40, No. 19 (May 12, 2008)
• Frederick H. Alexander, An Optimal Mix of Clarity and Flexibility Delaware Lawyer, Vol. 26, No. 1, Spring 2008
• Frederick H. Alexander, James D. Honaker, Stockholders in Corporate Governance: Power to the Franchise or the Fiduciaries?: An Analysis of the Limits On Stockholder Activist Bylaws 33 Del. J. Corp. L. 3 (2008)
• Angela Priest, Eric Wilensky, 2006 Developments In Delaware Corporation Law On Directors: Good Faith, Duties In Zone Of Insolvency, And Structuring Deals 39 Securities Regulation & Law Report 476 (Mar. 26, 2007)
• William M. Lafferty, Eric Wilensky, Delaware Court of Chancery Suggests that Federal Securities Regulation do not Trump State Annual Meeting Law
• Frederick H. Alexander, James D. Honaker, The Nuts and Bolts of Majority Voting Corporation, Aspen Publishers, August 2006 (revised December 2006)
• A. Gilchrist Sparks III, A Comment Upon Unocal at 20 Delaware Journal of Corporate Law, Vol. 31, No. 3, p. 887-889, 2006
• Frederick H. Alexander, James D. Honaker, Amendments Adopted to the Delaware Corporation Law Bureau of National Affairs, Inc. (July 26, 2006)
• 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)
• John F. Johnston, James D. Honaker, Toys "R" Us And The Revlon Test INSIGHTS, The Corporate & Securities Law Advisor (Aspen Law & Business, 2006)
• John F. Johnston, James D. Honaker, A New Approach To Deal Protection In Delaware INSIGHTS, The Corporate & Securities Law Advisor (Aspen Law & Business, 2005)
• Jeffrey R. Wolters, James D. Honaker, Analysis of the Amendments to the Delaware General Corporation Law Aspen Publishers, Inc. (2006, 2007, 2008)
• David A. Drexler, Lewis S. Black Jr., A. Gilchrist Sparks III, Delaware Corporation Law and Practice Matthew Bender (1987-2005)
• S. Mark Hurd, Andrew M. Johnston, Special Committees of the Board Corporate Governance: Law & Practice (Lexis Nexis 2004)
• 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, Delaware Supreme Court Addresses Deal Protection, Enjoins Acquisition in Omnicare, Inc. v. NCS Healthcare, Inc. Bureau of National Affairs, Inc. (2003)
• Frederick H. Alexander, Delaware Supreme Court Decision on Protection of the Stockholder Franchise The Bureau of National Affairs, Inc. (2003)
• Jon E. Abramczyk, James D. Honaker, Jason A. ___Cincilla, Going-Private "Dilemma"? --Not In Delaware 58 Bus. Law. 1351 (2003)
• Eric Wilensky, A Contractarian Critique of the Theory of Auto-Limitation: The Fundamental Law of International Relations 150 U. Pa. L. Rev. 2011 (2002)
• Frederick H. Alexander, Lewis S. Black, Analysis of the 2002 Amendments to the Delaware General Corporation Law Aspen Law & Business (2002)
• Jeffrey R. Wolters, Patricia O. Vella, Preferred Stock and Negotiated Acquisitions ABA Section of Business Law, 2002 Annual Meeting
• S. Mark Hurd, Andrew M. Johnston, Special Committees of Independent Directors Corporate Practice Series Portfolio No. 79 (The Bureau of National Affairs, Inc., 2002)
• 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
• 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)