Delaware Corporate Law Counseling

Morris Nichols ranked 15th in Thomson Financial’s rankings of legal advisors based on deal value for completed United States deals for the first quarter of 2007.

        

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

• 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.
• Seventeen Partners and Five Practice Areas Recognized by Chambers & Partners USA
  Morris Nichols Ranked First in Delaware for Chancery, Corporate/M&A, and Intellectual Property Law and Second in the State in Bankruptcy/Restructuring and Real Estate.
• Twelve Morris Nichols Partners Selected For Inclusion in Delaware "Super Lawyers"
  The Delaware "Super Lawyers” list represents the top attorneys throughout the state who have achieved high standards for their legal ability, and are recognized by their peers and in the business community for their legal prowess in their individual practice areas.
• 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.
• Five Partners Named to The 2007 International Who's Who of Business Lawyers
  Frederick H. Alexander, Lewis S. Black , John F. Johnston, Kenneth J. Nachbar, and A. Gilchrist Sparks, III have been recognized in Who’s Who Legal – The International Who’s Who of Business Lawyers, 2007 Edition.
• BNA Interviews Frederick H. Alexander on Majority Voting
  Frederick H. Alexander is a co-author of BNA Corporate Practice Series Portfolio No. 1-4th, ‘‘The Delaware Corporation: Legal Aspects of Organization and Operation.’’ He recently answered questions from BNA about majority voting and recent related changes to the Delaware General Corporation Law.
• Three Morris Nichols Attorneys Named to “Lawdragon 500” List
  Lewis S. Black, Jr., Jack B. Blumenfeld and A. Gilchrist Sparks, III have been included in the Lawdragon 500 Leading Lawyers in America, a list of the top 500 U.S. lawyers based upon interviews with lawyers and independent research.

Publications

• Eric S. Wilensky, Angela L. 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)
• 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)
• Frederick H. Alexander, Jeffrey R. Wolters, Analysis of the Amendments to the Delaware General Corporation Law Aspen Publishers, Inc. (2004, 2005, 2006)
• 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, Jason A. Cincilla, James D. Honaker, Going-Private "Dilemma"? --Not In Delaware 58 Bus. Law. 1351 (2003)
• 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
• Frederick H. Alexander, Lewis S. Black, Analysis of the 2001 Amendments to the Delaware General Corporation Law Corporation, (Aspen Law & Business, 2001)
• Frederick H. Alexander, Reining in Good Intentions: Common Law Protections of Voting Rights 3 Del. J. Corp. L. 817 (2001)
• John F. Johnston, A Rubeophobic Delaware Counsel Marks Up Fiduciary Out Forms: Part II INSIGHTS (2000)
• Frederick H. Alexander, Lewis S. Black, Analysis of the 2000 Amendments to the Delaware General Corporation Law Corporation, (Aspen Law & Business, 2000)
• Jon E. Abramczyk, Drawing The "Thin Grey Line" – Defining Derivative Claims In The Context Of A Merger Under Delaware Law 10 Securities News 2 (American Bar Association, Section of Litigation, 2000)
• Jeffrey R. Wolters, E-Voting Arrives THE DAILY DEAL (2000)
• John F. Johnston, Putting ACE, Phelps Dodge and IXC Communications In Context INSIGHTS (2000)
• Frederick H. Alexander, SEC Allows Exclusion of Binding Rights Plan Proposal THE DAILY DEAL (2000)
• Lewis S. Black, Shareholder Activists Target Director Powers DIRECTOR'S MONTHLY (2000)
• Frederick H. Alexander, Three Delaware Chancery Court Rulings Call Attention to Fiduciary Outs CORPORATION (2000)
• John F. Johnston, A Rubeophobic Delaware Counsel Marks Up Fiduciary Out Forms: Part I INSIGHTS (1999)
• 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 S. Black, The Director's Duty to be Honest INSIGHTS, The Corporate & Securities Law Advisor, Vol. 13, No. 2, 22-24 (Aspen Law & Business, 1999)
• Lewis S. Black, Why Delaware? A Practioner Gives Reasons for Incorporation CORPORATE COUNSEL WEEKLY, Vol. 14, No. 40, 6-8 (The Bureau of National Affairs, Inc., 1999)
• Lewis S. Black, "Dead Hand" Poison Pills on Trial in Delaware Directors Monthly (1998)
• Louis G. Hering, Jeffrey R. Wolters, David A. Harris, A Review of Delaware Limited Partnership Cases: The Development of A Limited Partnership Jurisprudence Delaware Law Review, Vol. 1, No. 1 (1998)
• Lewis Black, Jr., Patricia A. O'Neill, Certificates of Correction in Delaware INSIGHTS, The Corporate & Securities Law Advisor, Vol. 12, No. 10, 17-19 (The Bureau of National Affairs, Inc., 1998)
• Andrew M. Johnston (General Editor), Contemporary Corporation Forms (2d ed., Aspen Law & Business, 1998)
• Andrew M. Johnston (Contributor), Contemporary Corporation Forms Part 5, Board Meetings: Directors, Officers and Managers; Part 7, Shareholders' Meetings, Elections, Voting and Notice (2d ed., Aspen Law & Business, 1998)
• Lewis Black, Jr., A. Gilchrist Sparks, III, David A. Drexler, Delaware Corporation Law & Practice (Matthew Bender & Co., Inc., 1996-98)
• Frederick H. Alexander, Klang v. Smith's Food & Drug Centers, Inc., The Calculation of Surplus Under the Delaware General Corporation Law Corporation, Vol. 69, No. 5, 1-5 (Aspen Law & Business, 1998)
• John F. Johnston, Recent Amendments to the Merger Sections of the DGCL Will Eliminate Some - But Not All - Fiduciary Out Negotiation and Drafting Issues (Bureau of National Affairs, Inc. Mergers & Acquisitions, July 20, 1998)
• 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)
• Frederick H. Alexander, John F. Johnston, Fiduciary Outs and Exclusive Merger Agreements - Delaware Law and Practice INSIGHTS, The Corporate & Securities Law Advisor, Vol. 11, No. 2, 15-20 (Aspen Law & Business, 1997)
• 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)
• A. Gilchrist Sparks III, Merger Agreements Under Delaware Law - When Can Directors Change Their Minds 3 U. Miami L. Rev. 815-21 (1997)
• William M. Lafferty, Alan J. Stone, 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)
• 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)
• Lewis S. Black, Jeffrey R. Wolters (Contributors), State Law On Going Private: Developments in Delaware Law Securities Law Techniques, Vol. 5, Chapter 68 (A.A. Sommer, Jr. ed., 1997)
• William O. (Clipper) LaMotte III, The Technicolor Case: The Latest Word on Delaware Appraisal Law Corporation, Vol. 68, No. 4, 1-7 (Aspen Law & Business, 1997)
• Eric Wilensky, A Contractarian Critique of the Theory of Auto-Limitation: The Fundamental Law of International Relations 150 U. Pa. L. Rev. 2011 (2002)
• Lewis S. Black, Beyond Boilerplate THE DAILY DEAL (2000) (analysis of Delaware's new corporate opportunity statute)
• S. Mark Hurd, Update on Special Negotiating Committees Bowne Digest, Vol. 12, No.1, 7-8 (Brumberg Publications, Inc. 1998)