Corporate Counseling

Melissa DiVincenzo discusses corporate law opinions.

Delaware metropolitan categories cover core business law areas, including corporate law, bankruptcy, M&A, and patent litigation.

Tricia Vella speaks on the afternoon panel, “Evolving Expectations in Director & Officer Oversight.”

Melissa A. DiVincenzo has been elected to the American College of Governance Counsel 2024 Class of Fellows.

Reece Barker, Sean Meyer, and Jake Rauchberg join the firm following recent judicial clerkships.

Patricia Vella is session chair of the “Delaware Law Developments” morning session on September 27.

Morris Nichols has made Law360’s annual list of Delaware Regional Powerhouse law firms for the fourth year in a row.

Jeff Wolters co-presents, “The Delaware Update: Key Insights and Controversial Laws Impacting VCGCs.”

Morris Nichols partner Patricia Vella serves as a committee leader and a speaker.

Patricia Vella serves as program faculty and co-presents the September 9 morning session, “Inside the Boardroom: Advising Directors Reviewing Strategic Alternatives.”

The Best Lawyers in America has released its 2025 edition listing 39 attorneys from Morris Nichols. The results are based on peer-review evaluations from more than 160,000 eligible attorneys.

Morris Nichols earned a Tier 1 ranking among Delaware law firms, and 10 attorneys were selected for inclusion in IFLR1000 “The Guide to the World’s Leading Financial and Corporate Law Firms.”

Eric Klinger-Wilensky joins Deal Lawyer's live webcast as a speaker.

In the 2024 edition, Morris Nichols again appears in two Legal 500 practice categories for M&A litigation defense and Delaware counsel. Nineteen Morris Nichols attorneys are mentioned in the editorial for their work in M&A litigation and Delaware corporate and commercial law.

Morris Nichols again secured a Band 1 ranking Chambers USA in four fundamental Delaware practice areas: Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and Intellectual Property.

Dan Matthews serves as faculty and co-presents the concluding session, “Crisis Management, Tough Judgment Calls and Legal Ethics Considerations in Representing Emerging Growth Companies.”

Jeff Wolters serves as faculty and co-presents the closing session, “Crisis Management, Tough Judgment Calls and Legal Ethics Considerations in Representing Emerging Growth Companies.”

Three Morris Nichols partners will participate in the meeting as committee leaders and speakers.

Bill Lafferty serves as a co-chair of the conference planning committee. He moderates the March 7 “Delaware Developments” panel. 

Melissa DiVincenzo will speak on “The Art of Deal Structuring” panel.

Dave Harris and Tricia Vella present an update on Delaware corporate and alternative entity law developments to the Connecticut Bar Association’s Business Law Section.

Patricia Vella co-chairs the conference and will co-lead the February 1 panel session, “Deal Protections and Topping Bids.”

Twelve Morris Nichols lawyers have been admitted to the Delaware bar today.

Patricia Vella moderates a panel on “Delaware Developments: The Latest from the First State.”

The 2024 edition of Best Law Firms® ranks Morris Nichols in 20 Delaware practice areas.

Alexandra Cumings and Kyle Pinder have been invited to join the firm partnership, effective January 1, 2024, and Elizabeth Mullin will be promoted to special counsel.

Associate attorney Apoorva Gokare shares her journey that led to Morris Nichols in Delaware.

Patricia Vella is programming co-chair of the 2023 Delaware Governance Institute.

Eric Klinger-Wilensky will speak on the panel, Fiduciary Duties: “What’s Old is New Again.”

Eric Klinger-Wilensky will speak on the panel “Overview of Hostile M&A and Deal protections.”

Lauren Neal and Jim Honaker will speak on panels at this CLE program sponsored by the Corporations Law Council.

Various Morris Nichols attorneys will serve as committee leaders and speakers.

A combination of steady work, a collaborative environment, and practices focused on Delaware statutes, caselaw, and courts have all contributed to Morris Nichols’ inclusion on Law360’s list of 2023 Regional Powerhouses. 

The Best Lawyers in America has released its 2024 edition, listing 39 attorneys from Morris Nichols. The results are based on peer-review evaluations from more than 76,000 eligible attorneys.

IFLR United States 2023 ranks Morris Nichols in two Delaware tables ranking the top M&A law firms and the leading restructuring and insolvency law firms.

Patricia Vella will serve as program faculty and speak on the June 21 session, “Recent Delaware Law Happenings.”

The Legal 500 US, a nationwide guide to the foremost law firms in the United States has again ranked Morris Nichols.

Chambers USA has again ranked Morris Nichols in Band 1 for Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and Intellectual Property.

Jeff Wolters co-present the session, “Crisis Management, Tough Judgment Calls and Legal Ethics Considerations in Representing Emerging Growth Companies.”

The Practising Law Institute hosts their annual full-day program on Venture Capital Nuts and Bolts in San Francisco and via live webcast.

Corporate litigator Susan Waesco and commercial transactions partner Tarik Haskins will speak at this full-day program.

Morris Nichols partner Patricia O. Vella has been elected Vice Chair of the Ameican College of Governance Counsel.

Eric Klinger-Wilensky will moderate the panel, “Hot Topics for Boards and Directors.”

The Deal has named Morris Nichols partner Patricia Vella to their list of Top Women in Dealmaking 2023.

Bill Lafferty serves as a conference co-chair of the Tulane University Law School’s 35th Annual Corporate Law Institute. Tarik Haskins serves as a conference speaker.

Melissa DiVincenzo will speak on “The Art of Deal Structuring” panel.

Patricia Vella and David Harris will present a Delaware business law update to the Business Law Section of the Connecticut Bar Association.

Patrica Vella will serve as program faculty and moderate the January 18 session “Special Committees in M&A Transactions.”

Ten Morris Nichols lawyers have been admitted to the Delaware bar today.

Morris Nichols was selected for inclusion in a range of Delaware business law categories including corporate law and transactions; bankruptcy and reorganizations; and M&A, IP and patent litigation.

Patricia Vella serves as program faculty and moderates the November 3 session, “Delaware Developments: The Latest from the First State.”

Eric Klinger-Wilensky will speak on the panel, “M&A Deal Process and Protections.”

The American Bar Association hosts their hybrid Business Law Section Annual Meeting from September 15 to 17, 2022 in Washington, DC. Two Morris Nichols partners will participate as committee leaders and speakers.

IFLR United States 2022 recognized Morris Nichols in two Delaware tables ranking the top M&A law firms and the leading restructuring and insolvency law firms.

The Best Lawyers in America has released its 2023 edition, listing 35 attorneys from Morris Nichols. The results are based on peer-review evaluations from more than 71,000 eligible attorneys.

Morris Nichols’ collaborative culture continues to drive the firm’s inclusion on Law360’s list of 2022 Regional Powerhouses.

Morris Nichols was again ranked in The Legal 500 US, a nationwide guide to the foremost law firms in the United States.

Chambers USA has again ranked Morris Nichols in Band 1 for Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and Intellectual Property.

Patricia Vella will speak on the “Transactional Lessons” panel and Tarik Haskins will speak on “Lawyer Conduct Before Delaware Trial Courts, in the Transactional Context, and Beyond.” 

Lawdragon 500 released its second annual list of Leading Dealmakers in America. Six Morris Nichols partners have been included in the list, accounting for one third of the Delaware honorees.

Dan Matthews co-presents the session, “Crisis Management, Tough Judgment Calls and Legal Ethics Considerations in Representing Emerging Growth Companies.” 

Melissa DiVincenzo and Patricia Vella will speak on Delaware law developments regarding controlling stockholders and drag-along rights.

Jeff Wolters co-presents the session, “Crisis Management, Tough Judgment Calls and Legal Ethics Considerations in Representing Emerging Growth Companies.” 

The American Bar Association hosts their hybrid Business Law Section spring meeting from March 31-April 2, 2022. Three Morris Nichols partners will participate as committee leaders and speakers.

Morris Nichols partner Bill Lafferty serves as co-chair of Tulane University Law School’s 34th Annual Corporate Law Institute.

Melissa DiVincenzo speaks on “The Art of Deal Structuring” panel.

Patricia Vella and David Harris present a Delaware business law update to the Business Law Section of the Connecticut Bar Association.

Patricia Vella will serve as program faculty and moderate the January 20 session, “Special Committees in M&A Transactions.”

Twenty-two Morris Nichols lawyers have been admitted to the Delaware Bar today.

Morris Nichols partners Mark Hurd and Eric Klinger Wilensky to present Delaware corporate law update.

Bill Lafferty will speak on a panel at the Berkeley Fall Forum.

The 2022 edition of U.S. News - Best Lawyers “Best Law Firms” ranks Delaware law firm Morris Nichols in 25 areas.

Four Morris Nichols partners will attend the conference as committee leaders and speakers, sharing insights on Delaware corporate law and VC/PE developments.

IFLR United States 2021 - The Guide to the World’s Leading Financial and Corporate Law Firms again ranked Morris, Nichols, Arsht & Tunnell LLP in two Delaware tables ranking the top M&A law firms and the leading restructuring and insolvency law firms.

The Best Lawyers in America has released its 2022 edition, listing thirty-two attorneys from Morris Nichols. The results are based on peer-review evaluations from more than 66,000 eligible attorneys.

Law360 released its list of 2021 Regional Powerhouses, once again naming Morris Nichols among the law firms excelling in the First State.

On June 30, Morris Nichols partner Patricia Vella will speak in the session on “Delaware Law & Litigation Developments.”

Morris Nichols was ranked in The Legal 500 US, a nationwide guide to the foremost law firms in the United States.

The 2021 edition of Chambers USA has again ranked Morris Nichols in the top tier in four Delaware practice categories.

Morris Nichols partners Tarik Haskins and Tricia Vella will speak on the “Transactional Lessons” session at the Practising Law Institute’s day-long program covering important Delaware corporate law developments over the past year and how they impact corporate or legal practice. 

Lawdragon 500 recently released its inaugural list of Leading Dealmakers in America. Six Morris Nichols partners were selected for inclusion, comprising one third of the Delaware honorees.

Morris Nichols partners Patricia Vella and Dave Harris will join the Connecticut Bar Association Business Law Section to present an overview of recent Delaware statutory changes and caselaw developments relevant to corporate, LLC and partnership attorneys.

The Practising Law Institute presents its annual daylong program on Venture Capital 2021: Nuts and Bolts program. Morris Nichols partner Dan Matthews serves as faculty and will speak in the ethics session, “Crisis Management, Tough Judgment Calls and Legal Ethics Considerations in Representing Emerging Growth Companies.”

Silicon Valley Directors’ Exchange (SVDX) presents, “Busted Deals – How Do Directors Prepare for a Baked Deal that Flops.”

The program will cover recent developments in navigating the actual and potential conflicts of interest that often surface in M&A transactions when dealing with significant stockholders, boards of directors, senior executives, and investment bankers.

Morris Nichols partner Melissa DiVincenzo speaks in a webinar focusing on benefit corporations and corporate governance.

The American Bar Association hosts the Business Law Section virtual spring meeting from April 19-23, 2021. Three Morris Nichols partners will attend the conference as committee leaders and speakers, sharing insights on alternative entities, Delaware corporate law, fiduciary duties, and special purpose acquisition companies (SPACs).

The Practising Law Institute presents its annual day-long program on Venture Capital 2021: Nuts and Bolts. Morris Nichols partner Jeff Wolters serves as faculty and will speak in the closing session, “Crisis Management, Tough Judgment Calls and Legal Ethics Considerations in Representing Emerging Growth Companies.”

Morris Nichols partner Bill Lafferty serves as co-chair of Tulane University Law School’s 33rd Annual Corporate Law Institute.

Morris Nichols’ partner Melissa DiVincenzo will serve as a panelist at the Practising Law Institute (PLI) program, "Doing Deals 2021: The Art of M&A Transactional Practice."

The Practising Law Institute will hold its annual two-day conference on mergers and acquisitions live via webcast from January 21 to 22, 2021. Morris Nichols partners Patricia Vella and Melissa DiVincenzo will offer Delaware perspective as program faculty.

Morris Nichols is pleased to announce eleven law clerks employed by the firm were each issued a Certified Limited Practice License* (CLPL) by the Delaware Supreme Court this week.

Morris Nichols partners, Jason Russell and Jim Honaker, will serve as presenters. Jason will speak on “Recent Developments in Unclaimed Property in Delaware.” Jim will present the session “Recent Statutory Amendments to the DGCL.”

Morris Nichols was selected for inclusion in a range of Delaware business law areas, listed below, as well as a national tier for “Litigation – Mergers & Acquisitions.” The rankings are based on a combination of client feedback, survey responses, and peer review.

Morris Nichols attorney Kyle Pinder joins the Pacific Northwest Chapter of the Society for Corporate Governance as part of their quarterly webinar series.

Thirty-one Morris Nichols attorneys were recognized in the 2021 edition of The Best Lawyers in America. The results are based on peer-review evaluations from more than 67,000 eligible attorneys.

The Legal 500 United States today released its 2020 edition, ranking Morris, Nichols, Arsht & Tunnell LLP in its nationwide guide to the foremost law firms in the United States.

Wilmington, DE (December 11, 2019) - Morris, Nichols, Arsht & Tunnell LLP is delighted to announce sixteen attorneys associated with the firm were admitted to the Delaware bar on Wednesday, December 11, 2019.

Wilmington, DE (November 1, 2019) - Morris, Nichols, Arsht & Tunnell LLP has been ranked in twenty-five practice areas in the 2020 edition of U.S. News - Best Lawyers “Best Law Firms.”

Wilmington, DE (September 2, 2019) - Law360 released its list of 2019 Regional Powerhouses, identifying Morris, Nichols, Arsht & Tunnell LLP among the top Delaware law firms.

Wilmington, DE (August 15, 2019) - Thirty-five Morris Nichols attorneys were selected for inclusion in the 2020 edition of The Best Lawyers in America. The results are based on peer-review evaluations from more than 94,000 eligible attorneys.

Wilmington, DE (June 6, 2019) - IFLR United States - The Guide to the World’s Leading Financial Firms again ranked Morris, Nichols, Arsht & Tunnell LLP in two Delaware tables ranking the top M&A law firms and the leading restructuring and insolvency law firms.

Wilmington, DE (May 29, 2019) - The Legal 500 United States released its 2019 edition today. Morris, Nichols, Arsht & Tunnell LLP is once again “highly rated” in the nationwide guide to the foremost law firms in the United States.

Fifteen Morris Nichols attorneys have been selected for inclusion in 2019 Delaware Super Lawyers.  Derek C. Abbott and William M. Lafferty appear on the “Top 10” list recognizing the Delaware lawyers who received the highest point totals - with Bill designated as the “Number One” attorney on the Top 10. In addition, attorneys Eric S. Klinger-Wilensky and D. McKinley (Mac) Measley were recognized as Delaware Rising Stars.

Wilmington, DE (April 25, 2019) - The 2019 edition of Chambers USA: America’s Guide to Leading Lawyers for Business has again ranked Morris, Nichols, Arsht & Tunnell LLP as a leading Delaware law firm in four practice categories.

Wilmington, DE (April 15, 2019) - The Delaware HIV Consortium will recognize Morris, Nichols, Arsht & Tunnell LLP partner Eric S. Klinger-Wilensky at the 15th Annual WOW Awards Gala & Auction in Hockessin, Del. on Friday, April 26, 2019.

Wilmington, DE (November 1, 2018) - Morris, Nichols, Arsht & Tunnell LLP has been recognized in twenty-four practice areas in the 2019 edition of U.S. News - Best Lawyers “Best Law Firms.” 

Wilmington, DE (October 22, 2018) - Patricia O. Vella has been chosen as a member of the 2018 Class of Fellows of the American College of Governance Counsel (“ACGC”).

Wilmington, DE (September 17, 2018) - The 2018 edition of IFLR United States - The Guide to the World’s Leading Financial Firms has been released.  Morris, Nichols, Arsht & Tunnell LLP appears at the top of the two Delaware tables ranking the leading M&A law firms and the leading restructuring and insolvency law firms.

Wilmington, DE (September 4, 2018) - Law360 released its list of 2018 Regional Powerhouses, recognizing Morris, Nichols, Arsht & Tunnell LLP among the top Delaware law firms.

Wilmington, DE (August 15, 2018) - Thirty-three attorneys from Morris, Nichols, Arsht & Tunnell LLP were selected for inclusion in the 2019 edition of The Best Lawyers in America.  The results are based on peer-review evaluations from more than 87,000 eligible attorneys.

Wilmington, DE (May 18, 2018) - Seventeen Morris Nichols attorneys have been selected for inclusion in 2018 Delaware Super Lawyers.  William M. Lafferty was ranked number one on the “Top 10” list for Delaware.  In addition, attorneys Eric S. Klinger-Wilensky, Kimberly Gill McKinnon, D. McKinley (Mac) Measley, and Andrew R. Remming and Jeremy A. Tigan were recognized as Delaware Rising Stars.

Wilmington, DE (May 3, 2018) - Morris, Nichols, Arsht & Tunnell LLP has been ranked Band 1 in four Delaware practice categories in the 2018 edition of Chambers USA: America’s Leading Lawyers for Business. The firm was ranked in the highest tier for Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and Intellectual Property.

Wilmington, DE (January 16, 2018) - Morris, Nichols, Arsht & Tunnell LLP is pleased to announce that Andrew M. Johnston has been elected chair of the firm’s Executive Committee.  Andy is a partner in the firm’s Delaware Corporate Counseling Group and has been recognized as a leading Delaware corporate law and mergers and acquisitions attorney by Chambers USA and The Best Lawyers in America.

Wilmington, DE (December 26, 2017) - Morris, Nichols, Arsht & Tunnell LLP is pleased to announce that Kate Betterly, Brian Egan, Michael Flynn and Dan Matthews will become partners, effective January 1, 2018.  “We are thrilled that these outstanding attorneys will be partners at Morris Nichols, and we congratulate them on reaching this milestone in their careers,” said Rodger D. Smith II, Chair of the Morris Nichols Executive Committee.

Wilmington, DE (December 13, 2017) - Morris, Nichols, Arsht & Tunnell LLP is pleased to announce nine attorneys associated with the firm were admitted to the Delaware bar on Wednesday, December 13, 2017.

Wilmington, DE (November 1, 2017) - Morris, Nichols, Arsht & Tunnell LLP has been recognized in twenty practice areas in the 2018 edition of U.S. News - Best Lawyers "Best Law Firms." In the 2018 rankings, the firm was once again selected for inclusion in the national category for “Litigation - Mergers & Acquisitions” as well as a diverse array of Delaware practice categories. 

Wilmington, DE (August 15, 2017) - Thirty-two attorneys from Morris, Nichols, Arsht & Tunnell LLP were selected for inclusion in the 2018 edition of The Best Lawyers in America.  The results are based on peer-review evaluations from more than 83,000 eligible attorneys.

Wilmington, DE (May 31, 2017) - The Legal 500 United States 2017 results have been released and once again “top-notch firm” Morris, Nichols, Arsht & Tunnell LLP ranks among leading U.S. law firms in two M&A categories.

Wilmington, DE (May 26, 2017) - The 2017 edition of Chambers USA: America’s Leading Lawyers for Business again ranked Morris, Nichols, Arsht & Tunnell LLP as a Band 1 law firm in the Delaware categories for Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and Intellectual Property.

Wilmington, DE (May 12, 2017) - Sixteen Morris Nichols attorneys have been selected for inclusion to the 2017 Delaware Super Lawyers list.  William M. Lafferty was named to the “Top 10” list for Delaware.  In addition, attorneys Eric S. Klinger-Wilensky, Kimberly Gill McKinnon, D. McKinley (Mac) Measley, and Curtis S. Miller were recognized as 2017 Delaware Rising Stars.

Wilmington, DE (November 1, 2016) - U.S. News - Best Lawyers® has once again ranked Morris, Nichols, Arsht & Tunnell LLP in its annual guide of the “Best Law Firms.” In the 2017 edition, the firm was selected for inclusion in the national category for “Litigation - Mergers & Acquisitions” as well as a diverse array of Delaware practice categories related to bankruptcy, corporate, intellectual property, and trust law.

Wilmington, DE (September 12, 2016) - Morris, Nichols, Arsht & Tunnell LLP partner Eric S. Klinger-Wilensky has been appointed chair of the American Bar Association’s Private Equity and Venture Capital Committee.

Wilmington, DE (August 15, 2016) - Thirty attorneys from Morris, Nichols, Arsht & Tunnell LLP were selected for inclusion in the 2017 edition of The Best Lawyers in America®.  The results are based on peer-review evaluations from more than 79,000 eligible attorneys.

Wilmington, DE (June 15, 2016) - Morris, Nichols, Arsht & Tunnell LLP has been ranked as a leading M&A law firm in The Legal 500 United States 2016. Now in its tenth edition, the U.S. guide organizes various practice areas into a single national ranking to highlight firms with a national presence in sophisticated and complex matters.

Wilmington, DE (May 27, 2016) - The 2016 edition of Chambers USA: America’s Leading Lawyers for Business again ranked Morris, Nichols, Arsht & Tunnell LLP as a Band 1 law firm in the Delaware categories for Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and Intellectual Property.

Wilmington, DE (May 13, 2016) - Seventeen Morris Nichols attorneys have been selected for inclusion to the 2016 Delaware Super Lawyers list.  Jack B. Blumenfeld was named to the “Top 10” list for Delaware.  In addition, attorneys Eric S. Klinger-Wilensky, D. McKinley (Mac) Measley, Curtis S. Miller, and Matthew R. Clark were recognized as 2016 Delaware Rising Stars.

This month’s Corporate Control Alert features an in-depth Q&A interview with former Vice Chancellor and Morris Nichols senior counsel Donald F. Parsons, Jr.  Reflecting on his 12 years on the Chancery bench, Don discusses the Court’s evolving approach to M&A-related fiduciary duty litigation and several important cases from his tenure, including Bear Stearns, Corwin v. KKR, Sothebys, and Trulia.

Wilmington, DE (May 3, 2016) - Six partners from Morris, Nichols, Arsht & Tunnell LLP have been included in Best Lawyers Business Edition’s list of 2016 Women in the Law. Featuring peer-nominated attorneys in 140 practice areas, the list is part of the inaugural Best Lawyers Business Edition publication, produced in collaboration with the women’s legal advocacy organization Ms. JD.

The 2016 Women in the Law results are based on peer-review evaluations from more than 79,000 eligible attorneys and features all female attorneys listed in The Best Lawyers in America 2016. The six Morris Nichols partners selected for inclusion focus their practices on various business law areas, including bankruptcy, restructuring, corporate counseling, corporate litigation, and IP. 

Wilmington, DE (February 17, 2016) - Morris, Nichols, Arsht & Tunnell LLP is pleased to announce that former Vice Chancellor Donald F. Parsons, Jr. will be joining the firm as Senior Counsel in March 2016. Vice Chancellor Parsons retired from the Delaware Court of Chancery in October 2015. During his tenure on the bench, Vice Chancellor Parsons issued hundreds of opinions and rulings addressing important and cutting edge questions concerning corporation law, alternative entities, trademark and intellectual property law, and other complex commercial matters. As a former member of the Court of Chancery, Vice Chancellor Parsons will help Morris Nichols continue to deliver the highest caliber of legal services to its clients in the areas of alternative dispute resolution, corporate governance, special committee assignments, internal investigations, mergers and acquisitions, and stockholder activism. In addition, with the benefit of his twelve years on the bench and previous years of experience in patent and other complex litigation, Vice Chancellor Parsons will be a tremendous asset for Morris Nichols in developing its alternative dispute resolution practice, including serving as a third party neutral in mediations and arbitrations. 

Wilmington, DE (November 2, 2015) - U.S. News - Best Lawyers® has once again ranked Morris, Nichols, Arsht & Tunnell LLP in its annual guide of the “Best Law Firms.” In the 2016 edition, the firm was selected for inclusion in a diverse array of bankruptcy, corporate, intellectual property, and trust law practice areas in Delaware.

Melissa DiVincenzo, Dave Harris, Matt Darby, and Emily LaSpina contributed an article to Bloomberg Law outlining several 2024 amendments to the Delaware General Corporation Law (DGCL) and the Delaware “alternative entity” statutes.

Kyle Pinder joins the new podcast series “Understanding Activism with John & J.T.” to discuss recent challenges to advance notice bylaws and the implications of Kellner v. AIM Immunotech.

Bill Lafferty and Eric Klinger-Wilensky contributed to a Law360 article on deal certainty.

Bill Lafferty and Eric Klinger-Wilensky co-authored an article on recent Delaware law updates.

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association released proposed amendments to the Delaware General Corporation Law that, if adopted into law, would address recent caselaw regarding the facial validity of certain stockholder agreements, the ability of parties to a merger agreement to contract for certain pre-closing remedies and for the appointment of a stockholder representative to enforce post-closing remedies, and the process required to approve merger agreements.

Corporate counseling partner Kyle Pinder recently authored an article in The Corporate Governance Advisor discussing four possible approaches when crafting forum selection, or exclusive forum, provisions requiring certain claims to be brought in a specific court or courts. 

Morris Nichols’ M&A Checklist summarizes key cases decided by the Delaware courts. Now updated for 2024 and available in PDF format, it is an essential tool for M&A dealmakers.

Melissa DiVincenzo, Dave Harris, Matt Darby, and Emily LaSpina contributed an article to Bloomberg Law outlining several 2023 amendments to the Delaware General Corporation Law (DGCL) and the Delaware “alternative entity” statutes.

Morris Nichols attorneys Patricia Vella and Hallie Snyder Sacchetta contributed written summaries to this resource.

Dan Matthews and Kyle Pinder discuss the 2022 amendments to the Delaware General Corporation Law (the “DGCL”) that were recently enacted.

In its 2022 session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law (DGGL) and the Delaware “alternative entity” statutes. The amendments to the DGCL became effective on Aug. 1, 2022.

In its 2021 session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law (DGCL) and the Delaware “alternative entity” statutes—the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA), and the Delaware Revised Uniform Partnership Act (DRUPA). The amendments to the DGCL, the DLLCA, the DRULPA, and the DRUPA became effective on August 1, 2021.

In its 2020 session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law and the Delaware “alternative entity” statutes—the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, the Delaware Revised Uniform Partnership Act and the Delaware Statutory Trust Act.

Morris Nichols attorneys Eric Klinger-Wilensky and Melissa DiVincenzo published three guides on Delaware public benefit corporations for Practical Law Corporate & Securities. 

The first quarter of 2020 has brought interesting Delaware law developments for private, venture-backed companies. As is often the case, arising issues for companies in the venture capital and private equity space have had a different emphasis from the public company area. While public companies may be considering issues such as “virtual” stockholder meetings, delayed dividends and MACs in merger agreements, we have identified five main Delaware law highlights below in the VC/PE space.

In light of the health risks posed by COVID-19, on April 6, 2020, Delaware Governor John C. Carney issued a modification of Delaware’s state of emergency first declared on March 12, 2020, to provide some flexibility to Delaware public corporations that have already sent notice of meetings to be held at a physical location.

The Delaware Supreme Court issued an important opinion holding that federal forum selection provisions adopted by Delaware corporations requiring that stockholders file actions arising under the Securities Act of 1933 (1933 Act) in federal court - and not state court - are facially valid.

COVID-19’s disruption to the economy has prompted a number of questions from Delaware corporations about their ability to preserve capital if they have already declared a cash dividend.  This memo, released jointly by the Delaware firms listed at the bottom, addresses some of the issues a board of a Delaware corporation might consider in such circumstances.

The American Bar Association (“ABA”) Business Law Section has published a new resource for M&A transaction planners entitled, The Model Tender Offer Agreement. Morris Nichols partner Eric S. Klinger-Wilensky co-edited the book with Michael G. O’Bryan of Morrison & Foerster LLP.

In its 2019 session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law and the Delaware “alternative entity” statutes - the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, and the Delaware Revised Uniform Partnership Act.

The American Bar Association Business Law Section has published a new book titled, The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors. Morris Nichols partner Patricia O. Vella is one of four editors of the Handbook that gives directors, management, and legal and financial advisors a framework for providing effective oversight of merger and acquisition deals.

The 2018 amendments to the Delaware General Corporation Law (the "DGCL") were recently enacted. The amendments update the ratification statute, Section 204, to address recent case law. Nonstock or "membership" corporations are now also permitted to use the statutory ratification provisions to cure corporate defects.

In its last session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law (the “DGCL”) and the Delaware “alternative entity” statutes - the Delaware Limited Liability Company Act (the “DLLCA”), the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”), the Delaware Revised Uniform Partnership Act (the “DRUPA”) and the Delaware Statutory Trust Act (the “DSTA”).

For many years Delaware corporate law was mainly public company law. But now there is a critical mass of case law relevant to private and venture-backed companies, with 2017 adding to that law perhaps more than any prior year.

Morris Nichols attorneys A. Gilchrist Sparks III and Daniel D. Matthews co-authored the closing chapter in a treatise on legal developments in Delaware and the First State’s contributions to US corporate law.

Litigation in Delaware in 2017 has somewhat turned on its head the long-held expectation that “every public deal draws a lawsuit” but “private company stockholders rarely sue.”

The Delaware Supreme Court and the Court of Chancery recently issued guidance for directors navigating the complex fiduciary issues that arise around insolvency.

Whether a public company should engage in a “single-bidder” process is one of the most difficult questions a target public company’s board of directors must consider during the early stages of a transaction.

The 2016 amendments to the Delaware General Corporation Law (the “DGCL”) were recently enacted.

In the last quarter of 2015, the Delaware courts issued three opinions and one oral ruling of importance to practitioners advising on private company transactions. Two of the opinions provide insight into the treatment of fraud claims in the acquisition context under Delaware law, especially the element of reliance, and how to successfully disclaim reliance on representations outside the acquisition agreement. 

Instead of debating the merits of the outcome in Rural/Metro, this article begins from that outcome and contains our thoughts on the drafting and implementation of financial advisor engagement letters in a post-Rural/Metro world.

A periodic “heads-up” of legal developments in Delaware relevant to venture and private equity funds.

The 2015 amendments to the Delaware General Corporation Law (the “DGCL”)  address important policy topics and make certain technical improvements that should interest practitioners, including changes to the board approvals required to issue stock and changes to Delaware’s statute on ratification of corporate defects.

In its last session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law (“DGCL”) and to three of Delaware’s four “alternative entity” statutes.

The Delaware Court of Chancery in LongPath Capital, LLC v. Ramtron International Corp. relied on the negotiated merger price as the best evidence of “fair value.”

It is important to consider how the indemnification regime will be enforced against stockholders of the seller corporation in a private corporation acquisition structured as a merger.

On May 4, 2015, the Delaware Court of Chancery issued an opinion in Quadrant Structured Products Co. Ltd. v. Vertin that provides important guidance to those counseling distressed Delaware corporations and their stakeholders.

In In re Cornerstone Therapeutics Inc. Stockholder Litigation and Leal v. Meeks, the Delaware Supreme Court held that, regardless of the underlying standard of review (including in interested transactions subject to entire fairness review), a claim solely for monetary damages against a facially independent director of a corporation with an exculpatory charter provision will be dismissed unless a plaintiff has alleged facts to support a non-exculpated claim with respect to that director.

Vice Chancellor J. Travis Laster provided important guidance regarding his prior ruling in the same case between Healthways, Inc. and SunTrust Bank.

In an opinion issued on May 4, 2015, Quadrant Structured Products Co., Ltd. v. Vertin, the Court of Chancery provided important guidance to distressed Delaware corporations and their creditors. 

On Apr. 20, 2015, the Court of Chancery issued its opinion after trial in the El Paso Pipeline Partners L.P. derivative litigation.  Plaintiffs challenged a “dropdown” transaction whereby the parent corporation (“Parent”) in a master limited partnership (“MLP”) structure sold interests in two of its subsidiaries to the limited partnership (“El Paso MLP”), and the Court found that the general partner, in engaging in the transaction with Parent, had violated the El Paso MLP limited partnership agreement.

Morris Nichols partner Patricia O. Vella and associate Elizabeth A. Hecker “present a fascinating analysis of the intersection between antitrust, attorney-client privilege, and Delaware corporate law” in this article on In Re Family Dollar, Inc. Stockholder Litigation, a case involving the long-running takeover battle for Family Dollar Stores, Inc.

In Friedman v. Khosrowshahi, the Delaware Supreme Court affirmed the Court of Chancery’s dismissal of a breach of fiduciary claim relating to an alleged violation of Expedia’s stock incentive plan.

The past several years have seen the rise of so-called “appraisal arbitrage,” in which entities purchase shares after the announcement of the merger in order to pursue an appraisal claim.  As a result, guidance from the Delaware courts as to the contours of, and valuation methods used in, an appraisal proceeding has become more and more relevant both to lawyers and their clients. In Huff Fund Investment Partnership v. CKx, Inc., the Delaware Supreme Court affirmed the Court of Chancery’s decision concluding that the price paid in a third-party arms’-length merger was the most probative evidence of fair value.

Over the last several years, there has been a rise in so-called “appraisal arbitrage” - funds buying stock of a target company after announcement of a merger in order to pursue appraisal claims. In two recent decisions, Ancestry and BMC, the Delaware Court of Chancery confirmed that there is no requirement that an appraisal petitioner prove that previous owners of the appraisal shares refrained from voting in favor of the merger.

In the first judicial opinion to interpret the new statute, Bear Stearns Mortgage Funding Trust 2006-SL1 v. EMC Mortgage LLC, the Delaware Court of Chancery held that Section 8106(c) applies retroactively to contracts entered into before the statute took effect on August 1, 2014.  The Court also provided important guidance regarding claim accrual and the application of Delaware’s borrowing statute.

In an important ruling addressing the scope of Revlon duties and the Delaware courts’ reluctance to “blue pencil” contractual provisions, C&J Energy Services, Inc. v. City of Miami General Employees’ and Sanitation Employees’ Retirement Trust, the Delaware Supreme Court has reversed a mandatory injunction order issued by the Court of Chancery that (i) required a target to “go-shop” itself (notwithstanding the merger agreement’s “no-shop” provision), and (ii) declared, in advance, that the Court-ordered “go shop” would not constitute a breach of the merger agreement.

For reasons of economy in an early-stage investment, venture capitalists and founders often will use forms made available by the National Venture Capital Association (NVCA) as a basis to negotiate the post-investment governance structure of a corporation.  In Salamone v. Gorman, the Delaware Supreme Court interpreted the product of such a negotiation.

In the three days prior to Thanksgiving, the Court of Chancery issued seven written opinions and one oral ruling of importance to transaction planners.  Although each opinion and ruling independently could be the subject of a detailed memorandum, in light of the multiple issues addressed by the Court in a compressed period, we provide a short summary of each.

Under Delaware law, a less-than-majority stockholder may be deemed a controlling stockholder if it “exercises control over the business affairs of the corporation.”  Two recent opinions from the Court of Chancery provide helpful guidance as to how the Court will apply this standard.

In an opinion issued earlier this year, the Court of Chancery held RBC Capital Markets, LLC liable to stockholders of Rural/Metro Corporation for aiding and abetting the Rural directors’ breaches of fiduciary duties in connection with the sale of Rural to Warburg Pincus LLC. Last week, the Court issued a subsequent opinion determining the amount of damages suffered by the stockholder class and addressing RBC’s claims for contribution against its former co-defendants, who had previously settled with plaintiffs.

In several notable decisions, Delaware courts have allowed claims against officers to proceed and, in those decisions, discussed the potential liability that officers may face and offered certain practical suggestions for limiting the risk of liability faced by officers.

The recent Delaware Court of Chancery decision in In re Nine Systems Corporation Shareholders Litigation is especially instructive for private company directors, investors, and the law­yers who advise them.

In In re Nine Systems Corp. Shareholders Litigation, the Court of Chancery held that a control group of stockholders and their director designees breached their fiduciary duties in approving a recapitalization of Nine Systems Corporation because the recapitalization was the result of an unfair process, even though it was accomplished at a fair price.

Section 251(h) of the Delaware General Corporation Law (the “DGCL”) took effect just over a year ago. That statute was designed effectively to permit a simultaneous closing of the front-end tender or exchange offer and back-end merger in a two-step transaction if certain preconditions - notably, that a sufficient number of shares are tendered in the offer - are satisfied. In this report, we survey some of our observations on the use of Section 251(h) over the past year, both generally and with respect to specific merger provisions, and discuss statutory amendments to Section 251(h) that took effect August 1, 2014 (the “2014 Amendments”).

Look-back on the use of new Section 251(h) of the Delaware General Corporation Law, which was designed to permit a simultaneous closing of the front-end tender offer or exchange offer and back-end merger in a two-step transaction.

The 2014 amendments to the Delaware General Corporation Law (the DGCL) implement relatively minor, but important, improvements to existing provisions.

In ATP Tour, Inc. v. Deutscher Tennis Bund, issued on May 8, 2014, the Delaware Supreme Court upheld the facial validity of a bylaw requiring an unsuccessful plaintiff in corporate litigation to reimburse the corporation for its litigation expenses if the plaintiff fails to obtain a judgment on the merits of its claim.

On April 13, 2014, the Corporation Law Section of the Delaware State Bar Association was provided with proposed amendments to the Delaware General Corporation Law (the “DGCL”).  On the same day, the Commercial Law Section of the DSBA was provided with a proposed revision to Delaware’s contractual statute of limitations that may have a significant effect on corporate practice.

In a February 12, 2014 decision, the Court of Chancery held that a petitioner in an appraisal proceeding could not be compelled to accept “prepayment” of an appraisal award in order to stop the accrual of interest on the amount prepaid. The holding is significant because the default statutory interest rate on an appraisal award (5% over the Federal Reserve discount rate) may be viewed as very favorable by stockholders considering whether to bring appraisal claims.

Morris Nichols partners Andy Johnston and Mark Hurd are coauthors of the Bloomberg BNA Corporate Practice series Portfolio, Special Committees of Independent Directors.

Morris Nichols’ “Delaware Alert: A Third Circuit Panel Strikes Down the Court of Chancery’s Confidential Arbitrations” was featured on the Harvard Law School Forum on Corporate Governance and Financial Regulation on Nov. 8, 2013.

Louis Hering, Morris Nichols Commercial Law Counseling Group partner, and Melissa DiVincenzo, Morris Nichols Delaware Corporate Law Counseling Group partner, co-authored 2013 Amendments to Delaware's General Corporation Law and Alternative Entity Statutes appearing in the July 19, 2013 edition of Corporate Accountability Report, a publication of Bloomberg BNA.

Rick Alexander, James Honaker, and Daniel Matthews authored “Forum Selection Bylaws: Where We Are and Where We Go from Here,” published in the July 2013 Securities Litigation section of Insights: The Corporate & Securities Advisor (Vol. 27, No. 7).

Patricia O. Vella, Morris Nichols Delaware Corporate Law Counseling Group partner, co-authored “Confidentiality and Standstill Agreements: Recent Delaware Law Developments” featured in the May 22, 2013 edition of The Review of Securities & Commodities Regulation.

Jeff Wolters authored “Breacher Beware: Contract Damages in Delaware M&A Decisions” appearing in the Delaware Insider section of the April 2013 issue of the ABA’s Business Law Today.

Louis Hering, Morris Nichols Commercial Law Counseling Group partner, and Melissa DiVincenzo, Morris Nichols Delaware Corporate Law Counseling Group partner, co-authored “Considerations for Contractual Provisions Extending Statutes of Limitations” presented at the 2013 Working Group on Legal Opinions Spring Seminar in New York City, May 14, 2013.

Jeff Wolters, Morris Nichols Corporate Law Counseling Group partner, and Mike Houghton, Morris Nichols Unclaimed Property Law Counseling Group partner, co-authored Liability Exposure for Delaware Incorporated Companies - The Risk of an Escheat Audit and Delaware’s New Voluntary Disclosure Program to Avoid Penalties  appearing in the April 2013 issue of TerraLex Connections.

Donald F. Parsons, Jr.;  Jason S. Tyler, “Docket Dividends: Growth in Shareholder Litigation Leads to Refinements in Chancery Procedures,” 70 WASH. & LEE. L. REV. 473 (2013)

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James D. Honaker, Jeffrey R. Wolters, “Analysis of 2013 Amendments to the Delaware General Corporation Law,” Aspen Publishers, Inc.

Jeffrey Wolters authored “Decisions in Delaware Offer Important Guidance for U.S. and Foreign Companies,” appearing in the December 2012 issue of TerraLex Connections.

Melissa A. DiVincenzo, Louis G. Hering, “2012 Amendments to Delaware’s General Corporation Law and Alternative Entity Statutes,” BNA’s Corporate Counsel Weekly, Vol. 256, No. 27 (Aug. 15, 2012)

James D. Honaker and Eric S. Klinger-Wilensky, members of the Morris Nichols Delaware Corporate Law Counseling Group, authored “Dividends, Redemptions and Stock Purchases” for Practical Law Company’s Practice Note series.

Jeff Wolters  authored “Running a Proper Interdependent Committee Process: Practice Tips from Recent Delaware Cases” appearing in the Delaware Insider section of the March 2012 issue of the ABA’s Business Law Today.

Jeffrey R. Wolters, Tom Kellerman, “Corporate Governance for Venture-Backed Companies,” The Review of Securities & Commodities Regulation (March 2012)

Morris Nichols attorneys Jeffrey R. Wolters, Patricia O. Vella, and Eric S. Klinger-Wilensky contributed three chapters to the 2012 edition of Corporate Attorney’s Practice Guide, published by Lexis Nexis.

Jeffrey Wolters, Morris Nichols Corporate Law Counseling Group partner, and associate Amy Simmerman, authored “Innovations in Poison Pill Drafting” - appearing in the November 2011 issue of Practical Law The Journal.

Rick Alexander and Daniel Matthews authored “The Multi-Jurisdictional Stockholder Litigation Problem and the Forum Selection Solution,” published in the May 11, 2011 issue (Vol. 26, No. 19) of BNA’s Corporate Counsel Weekly.

Eric Klinger-Wilensky, “Corporate Governance Developments in a Recessionary Environment,” Securities Regulation & Law Report, Vol. 41, No. 20 (May 18, 2009)

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James D. Honaker, Jeffrey R. Wolters, “Analysis of the 2009 Amendments to the Delaware General Corporation Law,” Delaware, Aspen Publishers, Inc. (2009)

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Eric Klinger-Wilensky, “2007 Developments in Delaware Corporation Law,” Securities Regulation & Law Report, Vol. 40, No. 19 (May 12, 2008)

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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,” Delaware Journal of Corporate Law, Vol. 33 (2008)

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Eric Klinger-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)

Frederick H. Alexander, James D. Honaker, “Amendments Adopted to the Delaware Corporation Law,” Corporate Counsel Weekly, Corporate Practice Series, Bureau of National Affairs, Inc. (July 26, 2006)

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Jon E. Abramczyk, Thomas W. Briggs Jr., “Delaware Special Committees - Worth Another Look,” Securities News, American Bar Association, Section of Litigation, Vol. 12, No. 25 (Fall 2002)

James D. Honaker, “A New Approach to Deal Protection in Delaware,” Insights: The Corporate & Securities Law Advisor, Aspen Law & Business (2005)

Jon E. Abramczyk, James D. Honaker, “Going-Private ‘Dilemma’?—Not in Delaware,” 58 Bus. Law. 1351 (Aug. 2003)

Eric Klinger-Wilensky, “A Contractarian Critique of the Theory of Auto-Limitation: The Fundamental Law of International Relations,” 150 U. Pa. L. Rev. 2011 (2002)