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 Delaware Corporate 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

• Jeff Wolters and Tom Kellerman Co-author Corporate Governance for Venture-Backed Companies in Review of Securities.
• Jeffrey Wolters, Amy Simmerman Featured Authors in Practical Law The Journal – Innovations in Poison Pill Drafting
  Jeffrey Wolters and Amy Simmerman authored Innovations in Poison Pill Drafting – appearing in the November 2011 issue of Practical Law The Journal.
• Twenty-One Morris Nichols' Practice Areas Named in U.S. News/Best Lawyers 2011-2012 Rankings of Best Law Firms
  Morris, Nichols, Arsht & Tunnell LLP has been recognized in twenty-one practice areas in the U.S. News & World Report/Best Lawyers 2011 - 2012 "Best Law Firms" rankings.
• Patricia O. Vella Serves as Panelist for Strafford Publications Webinar: M&A Agreements: Limitations on Contractual and Extra Contractual Liabilities
  Patricia Vella served as a faculty panelist for the Strafford Publications webinar entitled “M&A Agreements: Limitations on Contractual and Extra-Contractual Liabilities - Crafting Exclusive Remedy, Extra-Contractual Representation Waiver, and Other Provisions to Protect Sellers” on November 15, 2011.
• Rick Alexander Speaks at 43rd Annual Securities Regulation Institute: Mergers and Acquisitions – A Delaware Checklist
  Rick Alexander served as a faculty speaker for the program entitled Mergers and Acquisitions – A Delaware Checklist at the Practising Law Institute's (PLI) 43rd Annual Securities Regulation Institute held November 9-11, 2011, in New York City.
• Jeff Wolters Presents at PLI Advanced Venture Capital 2011 Seminar in San Fransisco.
• Jeffrey Wolters Presents at the 2011 Georgia Business Law Institute – Recent Developments in Delaware Corporate Law
  Jeffrey Wolters presented Recent Developments in Delaware Corporate Law at the 30th Annual Georgia Business Law Institute.
• Patricia O. Vella Serves as Faculty Panelist at The University of Texas School of Law 7th Annual Mergers and Acquisitions Institute
  Patricia Vella served as a faculty panelist at The University of Texas School of Law 7th Annual Mergers and Acquisitions Institute.
• Tarik Haskins, Curtis Miller, Eric Wilensky to Become Morris Nichols' Newest Partners
  Tarik J. Haskins, Curtis Miller and Eric Wilensky will become partners, effective January 1, 2012.
• Morris Nichols Releases iPad App to Help Legal Professionals Navigate Delaware Law and Practice
  Morris Nichols is pleased to announce that its new iPad application, Morris Nichols’ Delaware Bankruptcy Companion for iPad, is available as a free download from the App Store. It is the first in a series of Delaware practice-specific apps produced by Morris Nichols tailored for legal professionals. Morris Nichols becomes the first U.S. law firm to release a legal practice and procedures app for the iPad.
• 25 Morris Nichols Attorneys Named to The Best Lawyers in America 2012
  25 Morris Nichols attorneys have been named to The Best Lawyers in America 2012 in twenty practice areas.
• Chambers USA 2011 Names Twenty Morris Nichols Attorneys and Four Practice Groups as Best In Delaware
  The 2011 edition of Chambers USA: America’s Leading Lawyers for Business today ranked twenty Morris Nichols’ attorneys and four practice groups as best in Delaware.
• 19 Morris Nichols Attorneys Selected for Inclusion in Super Lawyers – Delaware Edition 2011
  Super Lawyers® magazine has named 19 Morris Nichols attorneys as top legal counsel in Delaware for 2011.
• Rick Alexander, Daniel Matthews in Corporate Counsel Weekly: The Multi-Jurisdictional Stockholder Litigation Problem and the Forum Selection Solution
  Rick Alexander and Daniel Matthews authored The Multi-Jurisdictional Stockholder Litigation Problem and the Forum Selection Solution, published in the May 11, 2011 issue of BNA’s Corporate Counsel Weekly.
• Gil Sparks, Rick Alexander, Lou Hering, Patricia Vella, Eric Wilensky – Present at ABA Business Law Section Spring Meeting
  Gil Sparks, Rick Alexander, Lou Hering, Tricia Vella, and Eric Wilensky served as panel speakers at the American Bar Association (ABA) Business Law Section Spring Meeting in Boston.
• Jeff Wolters Presents at 2011 Northwestern Corporate and Securities Law Institute
  Bill Lafferty and Jeffrey Wolters served as panelists for the 31st Annual Ray Garrett, Jr. Corporate and Securities Law Institute, at the Northwestern University School of Law in Chicago.
• Morris Nichols Attorneys Listed in Lawdragon’s 500 Leading Lawyers in America
  Rick Alexander, Jack Blumenfeld, John Johnston, Bill Lafferty, Ken Nachbar and Gil Sparks have been recognized in Lawdragon Magazine’s listing of its 500 Leading Lawyers in America 2010.
• Patricia Vella Serves as Faculty Panelist in ALI-ABA Webcast – Contractual Limitations on Seller Liability in M&A and Other Transactions
  Patricia Vella served as a faculty panelist in an American Law Institute - American Bar Association (ALI-ABA) Seminar national webcast.
• Rick Alexander Elected Chair of Morris Nichols’ Executive Committee
  Morris Nichols is pleased to announce that Rick Alexander has been elected Chair of the firm’s Executive Committee.
• Rick Alexander Presents at 42nd Annual Securities Regulation Institute: Important Developments in Delaware Corporate Law
  Rick Alexander served as a panelist for the session entitled Important Developments in Delaware Corporate Law at PLI’s 42nd Annual Securities Regulation Institute held in New York City.
• A. Gilchrist Sparks III Participates in Institutional Investor Educational Foundation Roundtable – Shareholder Democracy: Good, Bad or Unimportant?
  Gil Sparks participated in the Institutional Investor Educational Foundation (IIEF) Roundtable “Shareholder Democracy: Good, Bad or Unimportant?” held in Philadelphia.
• Morris Nichols Named a 2011 “Go-To Law Firm” for the Top 500
  Morris Nichols has been named a Go-To Law Firm for the Nation’s top 500 companies by Corporate Counsel.
• Rick Alexander Named 2011 Delaware M&A Lawyer of the Year by Best Lawyers
  Rick Alexander has been named Delaware Lawyer of the Year by the Best Lawyers in America Guide.
• Ten Morris Nichols Practice Areas Named in U.S. News/Best Lawyers 2010 Rankings of Best Law Firms
  Morris Nichols has been named in the inaugural U.S. News & World Report/Best Lawyers 2010 “Best Law Firms” rankings.
• Morris Nichols Trial Team Contributes to eBay's Victory in Shareholder Dispute with craigslist
  William Lafferty headed the Morris Nichols trial team that represented eBay Inc. in its successful shareholder dispute against craigslist.
• Jeffrey Wolters, James Honaker Author Analysis of 2010 Amendments to the Delaware General Corporation Law
  Jeffrey Wolters and James Honaker authored Analysis of 2010 Amendments to the Delaware General Corporation Law that is featured in the current Volume of Corporation Service.
• Rick Alexander Presents DealLawyers.com Webinar: Dissecting the Modern Poison Pill
  Rick Alexander served as a panelist for the DealLawyers.com Webinar entitled Dissecting the Modern Poison Pill
• Rick Alexander Guest Contributor to The Conference Board Governance Center Blog: State Law Under Proxy Access
  Rick Alexander wrote State Law Under Proxy Access, an entry that appears on The Conference Board’s Governance Center Blog
• 26 Morris Nichols Attorneys Named to The Best Lawyers in America 2011; Firm is Top-Listed in Eight Categories in Delaware
  26 Morris Nichols attorneys have been recognized in The Best Lawyers in America 2011. The firm was also “Top-Listed in Delaware” in eight practice areas.
• Patricia Vella Serves as Panelist in ABA Teleconference/Webcast – Creating Contractual Limitations on Seller Liability that Work Post-Closing
  Patricia Vella served as a panelist in an American Bar Association (ABA) Business Law Section CLE Teleconference/Webcast.
• Chambers USA 2010 Names Twenty Morris Nichols Attorneys as Leading Lawyers
  The 2010 edition of Chambers USA: America’s Leading Lawyers for Business today ranked twenty Morris Nichols attorneys and four practice groups as among the best in Delaware.
• Morris Nichols Selected as Law Firm of the Year Finalist for The M&A Advisor’s Middle-Market Financing Awards
  Morris Nichols has been named a finalist as Law Firm of the Year for The M&A Advisor‘s Middle-Market Financing Awards.
• 18 Morris Nichols Attorneys Selected for Inclusion in Super Lawyers – Delaware Edition 2010
  Super Lawyers® magazine has named 18 Morris Nichols attorneys as top legal counsel in Delaware for 2010.
• A. Gilchrist Sparks III, Lou Hering and Patricia Vella Serve on Panels at ABA Business Law Section Spring Meeting
  Gil Sparks , Lou Hering and Patricia Vella served as panel speakers at the American Bar Association (ABA) Business Law Section Spring Meeting.
• Lawdragon Names Four Morris Nichols Attorneys Among 500 Leading Lawyers in America
  Rick Alexander, Jack Blumenfeld, Bill Lafferty and Ken Nachbar have been named to the Lawdragon 500 Leading Lawyers in America 2010 guide.
• Rick Alexander Moderates at Practising Law Institute: Going Private 2010: Doing the Deal Right – The Special Committee: Not just Window Dressing
  Rick Alexander moderated the session entitled The Special Committee: Not Just Window Dressing at the Practising Law Institute (PLI) Going Private 2010: Doing the Deal Right seminar.
• Andrew Johnston, Amy Simmerman Author Recent Delaware Law Developments in Advancement and Indemnification: An Analytical Guide
  Andrew M. Johnston and Amy L. Simmerman authored Recent Delaware Law Developments in Advancement and Indemnification: An Analytical Guide that appears in the current edition of NYU Journal of Law & Business.
• Rick Alexander Speaks at 14th Annual National Institute on Negotiating Business Acquisitions
  Rick Alexander served as a featured panelist on two panels – Acquiring a Public Company and The Changing M&A Landscape: Trends and Recent Developments – at the 14th Annual National Institute on Negotiating Business Acquisitions presented by the ABA Section of Business Law.
• 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.
• Morris Nichols Represents IMS Health Transaction Committee in $5.2 Billion Private Equity Acquisition – Largest Leveraged Buyout this Year
  Rick Alexander, and associates Eric Wilensky and Ryan Greecher, advised the Transaction Committee for IMS Health, Inc. in connection with its acquisition by TPG Capital and Canada Pension Plan Investment Board in a transaction valued at $5.2 billion.
• Thomas Briggs, Melissa DiVincenzo and James Honaker Become Morris Nichols’ Newest Partners
  Morris, Nichols, Arsht & Tunnell LLP is pleased to announce that Thomas Briggs, Melissa DiVincenzo and James Honaker will become partners, effective January 1, 2010.
• 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.
• Rick Alexander Speaks at SEC Hot Topics Institute – Board of Directors' Fiduciary Obligations in M&A and Recent Cases
  Rick Alexander served as a featured panelist for Board of Directors' Fiduciary Obligations in M&A and Recent Cases at the annual RR Donnelley SEC Hot Topics Institute.
• Lou Hering and Angela Priest Author BNA Article: 2009 Amendments to Delaware’s General Corporation Law and Alternative Entities Statutes
  Lou Hering and Associate Angela Priest authored “2009 Amendments to Delaware’s General Corporation Law and Alternative Entities Statutes” featured in the August 5 edition of BNA’s Corporate Counsel Weekly.
• 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.
• 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.

Publications

• Jeffrey R. Wolters, Amy L. Simmerman, Innovations in Poison Pill Drafting Practical Law The Journal (November 2011)
• James D. Honaker, Jeffrey R. Wolters, Analysis of 2011 Amendments to the Delaware General Corporation Law Aspen Publishers, Inc.
• Jeffrey R. Wolters, Mergers, Corporate Attorney's Practice Guide LexisNexis
• Jeffrey R. Wolters, The State of M&A Deals in 2010 M&A Negoation Series
• Andrew M. Johnston, Amy L. Simmerman, Recent Delaware Law Developments in Advancement and Indemnification: An Analytical Guide 6 N.Y.U. J. L. & Bus. 81-126 (2009)
• Angela Priest, A Pocket Primer on Delaware Corporate Law ABA YLD 101 Practice Series (2009)
• James D. Honaker, Analysis of 2009 Amendments to the Delaware General Corporation Law Aspen Publishers, Inc. (2009)
• Frederick H. Alexander, Corporate Directors Should Prepare for Rise in Unsolicited Takeover Offers The Conference Board Governance, No. 309 (June 2009)
• Eric Wilensky, Angela Priest, Corporate Governance Developments in a Recessionary Environment Securities Regulation & Law Report, Vol. 41, No. 20 (May 18, 2009)
• Eric Wilensky, Angela Priest, 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)
• Eric Wilensky, Angela Priest, 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)
• James D. Honaker, John F. Johnston, Toys "R" Us And The Revlon Test INSIGHTS, The Corporate & Securities Law Advisor (Aspen Law & Business, 2006)
• James D. Honaker, John F. Johnston, A New Approach To Deal Protection In Delaware INSIGHTS, The Corporate & Securities Law Advisor (Aspen Law & Business, 2005)
• 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).
• Jon E. Abramczyk, James D. Honaker, 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)
• S. Mark Hurd, Andrew M. Johnston, Special Committees of Independent Directors Corporate Practice Series Portfolio No. 79 (The 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)