Mergers, Acquisitions & Divestitures

“Praised by market sources for its work representing an extensive array of clients in lawsuits concerning M&A, takeover battles and proxy contests, among other matters.” - Chambers USA 2016

Morris Nichols has a robust mergers, acquisitions and divestitures practice.  Combining the decades of experience of our corporate counseling, commercial, bankruptcy and corporate litigation attorneys, Morris Nichols guides clients on all matters of Delaware law relating to such transactions — from directors’ and officers’ fiduciary duties in considering a transaction, to documenting the deal, to defending against class action litigation challenging it.  Our advice in this area extends to public and private companies, negotiated and hostile transactions, and transactions involving corporations and alternative entities such as master limited partnerships.  Our representations include those of the company itself, the full board of directors or a special committee of the board.

Because Delaware law governs compliance with the fiduciary duties of directors and officers or other governing authority of a Delaware entity, regardless of where that entity is headquartered, our experience in that law allows us to provide unparalleled advice to directors and officers in considering, structuring and, if they deem advisable, approving such transactions.  We pride ourselves on working collaboratively among our groups and leveraging our diverse areas of knowledge.  For example, litigators who will be called upon to defend the directors’ decisions are often consulted in connection with the directors’ decision making process. 

In addition to advising on fiduciary duties with respect to such transactions, our attorneys “wrote the law” that will govern the deal.  From name partner Sam Arsht’s work on the 1967 wholesale revisions to the Delaware General Corporation Law to more recent amendments such as drafting Section 251(h) of that code, which has greatly changed practice with respect to two-step acquisitions, to chairing the committees responsible for proposing amendments to the corporate and alternative entity statutes, we understand the nuances of the statutes that govern these transactions.

Moreover, because so many commercial disputes are decided in Delaware courts, we bring to our assignments unrivaled knowledge on how courts will interpret the language we are negotiating and the workings of the courts themselves.  More often than might be expected, contractual terms are interpreted not in a vacuum, but through a gloss of over a century’s worth of common law that continues to develop on a daily basis.  It is our job to know the history of this law as well as recent developments and apply that knowledge to our representations, whether to negotiating a transaction or litigating to enforce our clients’ rights under a transaction document.

Attorneys

Derek C. Abbott

Derek C. Abbott

Partner

Tel: (302) 351-9357
dabbott@mnat.com
Business Reorganization & Restructuring

Kevin M. Coen

Kevin M. Coen

Partner

Tel: (302) 351-9301
kcoen@mnat.com
Corporate & Business Litigation

Robert J. Dehney

Robert J. Dehney

Partner

Tel: (302) 351-9353
rdehney@mnat.com
Business Reorganization & Restructuring

John P. DiTomo

John P. DiTomo

Partner

Tel: (302) 351-9329
jditomo@mnat.com
Corporate & Business Litigation

S. Mark Hurd

S. Mark Hurd

Partner

Tel: (302) 351-9354
shurd@mnat.com
Corporate & Business Litigation

Curtis S. Miller

Curtis S. Miller

Partner

Tel: (302) 351-9412
cmiller@mnat.com
Business Reorganization & Restructuring

Donald E. Reid

Donald E. Reid

Partner

Tel: (302) 351-9219
dreid@mnat.com
Corporate & Business Litigation

Eric D. Schwartz

Eric D. Schwartz

Partner

Tel: (302) 351-9308
eschwartz@mnat.com
Business Reorganization & Restructuring

News

Chambers USA 2014 Names 21 Morris Nichols Attorneys and 4 Practice Groups as Best in Delaware

Wilmington, DE (May 23, 2014) – The 2014 edition of Chambers USA: America’s Leading Lawyers for Business today ranked twenty-one Morris Nichols’ attorneys and four practice groups as best in Delaware.  Chambers annually conducts in-depth interviews of commercial users of legal services to assess the strengths and reputations... Continue Reading

Morris Nichols Lawyers Named in Who's Who Legal: Mergers & Acquisitions 2014

Wilmington, DE (April 16, 2014) – Four Morris, Nichols, Arsht & Tunnell lawyers, have been named in The Who’s Who Legal: Mergers & Acquisitions 2014. Frederick H. Alexander, Andrew M. Johnston, A. Gilchrist Sparks and Patricia O. Vella were named among the world’s leading mergers and acquisitions attorneys by Who’s... Continue Reading

Morris Nichols Selected as Law Firm of the Year Finalist for The M&A Advisor's Middle-Market Financing Awards

Wilmington, DE (June 10, 2010) – Morris, Nichols, Arsht & Tunnell LLP has been named a finalist as Law Firm of the Year for The M&A Advisor‘s Middle-Market Financing Awards.  The Awards honor the outstanding achievements of professionals and firms in mergers and acquisitions deal financing, debt and equity offerings in the... Continue Reading

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