Airgas, Inc. and its board in litigation challenges by shareholders and a hostile suitor relating to the hostile bid by Air Products & Chemicals, Inc. (see Air Products & Chemicals Inc. v. Airgas Inc., 6 A.3rd 48 (Del. Ch. 2011); Airgas Inc. v. Air Products & Chemicals Inc., 8 A.3rd 1182 (Del. Supr. 2010)).
Hexion Specialty Chemicals, Inc. and Apollo Management L.P. in expedited litigation relating to the merger agreement between Hexion and Huntsman Corp. (see Hexion Specialty Chemicals, Inc., et al. v. Huntsman Corp., Del. Ch., C.A. No. 3841-VCL (9/29/08)).
Hewlett-Packard Company in its successful defense of Walter Hewlett’s litigation challenging the validity of the approval by HP shareholders of the company’s acquisition of Compaq (see Hewlett v. Hewlett-Packard Company, Del, Ch., 19513, Chandler, C., (April 8, 2002 and April 30, 2002)).
The Special Committee of the board of Pure Resources, Inc. in litigation surrounding a going private tender offer for minority shares by its controlling stockholder, Unocal Corporation, and in the related litigation challenging the fairness of that transaction (see In re Pure Resources, Inc. Shareholders Litigation, 808 A.2d 421 (Del. Ch. 2002)).
Omnicare, Inc. in its successful effort to acquire NCS Healthcare and to secure judicial invalidation of the pre-existing merger agreement between NCS and Genesis Healthcare Ventures, Inc. (see Omnicare, Inc. v. NCS Healthcare, Inc. 818 A.2d 914 ( Del. Supr. 2003)).
PeopleSoft and its Board of Directors in connection with the hostile tender offer launched by Oracle Corporation and the extended litigation relating to Oracle’s challenge to the deployment by PeopleSoft of its Shareholder Rights Plan and the implementation of its Customer Assurance Program.
Dollar Thrifty, Inc., in litigation challenging its proposed merger with Hertz in the face of a competing bid from Avis.
The Walt Disney Company and its directors in connection with litigation sparked by a proxy contest by former Disney directors Roy Disney and Stanley Gold and their ensuing challenge to the validity of the ensuing election of directors at Disney’s annual meeting. (see Disney v. The Walt Disney Co., 2004 WL 1776688 ( Del. Ch. Aug 6, 2004)).
Wal-Mart Stores in connection with litigation relating to illegal violations of the FLPA by a foreign subsidiary
The board of directors of El Paso Corporation in litigation challenging its merger with Kinder Morgan
IntercontinentalExchange in litigation challenging its acquisition of the New York Stock Exchange
The controlling stockholder of Delphi Financial Group in litigation challenging the acquisition of Delphi by Tokio Marine
Special committee of the board of News Corporation in litigation challenging the company’s proposed acquisition of Shine
Alpha Natural Resources in connection with litigation surrounding its acquisition of Massey Energy Company
Compellent Technologies, Inc. in connection with shareholder litigation challenging its acquisition by Dell
NRG in connection with its proposed acquisition of Gen-On
The board of Cogent, Inc. in shareholder litigation challenging its proposed $1 billion acquisition by 3M Company
Liberty Media in connection with litigation challenging its acquisition of Sirius XM
Google in connection with litigation challenging its acquisition of Motorola Wireless
Intel in litigation in connection with its acquisition of McAfee
David Sokol in derivative litigation against Berkshire Hathaway and the circumstances surrounding its acquisition of Lubrizol
Consol Energy, Inc., in litigation relating to its tender offer for the minority shares of CNX Gas Corporation
Hudson City Bancorp in litigation challenging its acquisition of M&T Bank
Intel in connection with shareholder litigation alleging breaches of duty arising from alleged violations of foreign antitrust laws
Simon Properties Group in connection with litigation challenging executive compensation awards
Bank of America, Citigroup, Goldman Sachs and Lender Processing Services in connection with internal investigations relating to the recent collapse of the subprime and auction rate securities markets
Liberty Media in litigation relating to the effect of a proposed split-off of assets under the terms of an existing indenture trust
NRG Energy, Inc. in connection with its successful defense of a hostile acquisition bid by Exelon Corporation, and Emulex Corporation in its successful defense of a hostile acquisition proposal by Broadcom Corporation
Bank of America in shareholder litigation challenging its acquisition of Merrill Lynch
He has participated in more than 175 reported decisions of the Delaware courts, including many of the more significant Delaware corporate decisions of the Court of Chancery and the Delaware Supreme Court over the past thirty years, among them, Weinberger v. UOP, Inc., 457 A.2d 701 (Del. Supr. 1983); Smith v. Van Gorkom, 488 A.2d 858 (Del. Supr. 1985); Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. Supr. 1985); Ivanhoe Partners v. Newmont Mining Corp., 535 A.2d 1334 (Del. Supr. 1987); Paramount Corp. v. Time Inc., 571 A.2d 1140 (Del. Supr. 1990); Airgas, Inc. v. Air Products and Chemicals, Inc., 8 A.3rd 1182 (Del. Supr. 2010); Air Products and Chemicals, Inc. v. Airgas, Inc., (6 A.3rd 48 (Del. Ch. 2011)); Hewlett v. Hewlett-Packard Company, Del. Ch., C.A. No. 19513, Chandler, C., 2002 WL 549137 (Del. Ch. Apr. 8, 2002); Hewlett v. Hewlett Packard Company, 2002 WL 818091 (Del. Ch. Apr. 30, 2002); Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914 (Del. Supr. 2003); In re El Paso Shareholder Litigation, 2012 WL 653845 (Del. Ch. Feb. 29, 2012); In re Delphi Financial Group Shareholder Litigation, 2012 WL 729232 (March 6, 2012); In re Compellent Technologies, Inc. Shareholder Litigation, 2011 WL 6392906 (Del. Ch. Dec. 9, 2011); Hartsel v. Vanguard Group, Inc., 2011 WL 4823569 (Del. Ch. June 15, 2011); In re Massey Energy Co., 2011 WL 2176479 (Del. Ch. May 31, 2011); In re Cogent Inc. Shareholders Litigation, 2010 WL 4146179 (Del. Ch. Oct. 15, 2010); In re Dollar Thrifty Shareholder Litigation, 2010 WL 3503471 (Del. Ch. Sept. 8, 2010); In re CNX Gas Corporation Shareholders Litig., 2010 WL 2291842, (Del. Ch. May 25, 2010); Bank of New York Mellon Trust Co., N.A. v. Liberty Media Corp. 29 A. 3rd 225 (Del. 2011); Hexion Specialty Chemicals, Inc. v. Huntsman Corp., 959 A.2d 47 (Del.Ch. 2008); Brinckerhoff v. Texas Eastern Products Pipeline Company, LLC, 2010 WL 175091 (Del. Ch. Jan. 15, 2010); Tooley v. Donaldson Lufkin & Jenrette, Inc. 845 A.2d 1031 (Del. 2004); Gantler v. Stephens, 2009 Del. LEXIS 33 (Del. Jan. 27, 2009); Disney v. Walt Disney Co., 2004 WL 1776688 (Del. Ch. Aug. 6, 2004); In re Pure Resources, Inc. Shareholders Litigation, 808 A.2d 421 (Del. Ch. 2002); In re Cysive Shareholders Litigation, 836 A.2d 531 (Del. Ch. 2003); Grobow v. Perot, 526 A.2d 914 (Del. Ch. 1987); Aprahamian v. HBO & Co., 531 A.2d 1204 (Del. Ch. 1987); In re Tri-Star Pictures, Inc. Litigation, 634 A.2d 319 (Del. Supr. 1993); Hubbard v. Hollywood Park Realty Enterprises, 1991 WL 3151 (Del. Ch. 1991); Warner Communications Inc. v. Chris-Craft Industries, Inc., 583 A.2d 962 (Del. Ch. 1989); Siegman v. Columbia Pictures Entertainment, Inc., 576 A.2d 625 (Del. Ch. 1989); Insitituto Bancario Italiano SpA v. Hunter Engineering Co., Inc., 449 A.2d 210 (Del. Supr. 1982); Citron v. Fairchild Camera and Instrument Corp., 568 A.2d 53 (Del. Supr. 1989); Speiser v. Baker, 525 A.2d 1001 (Del. Ch. 1987); Jedwab v. MGM Grand Hotels, Inc., 509 A.2d 584 (Del. Ch. 1986); Packer v. Yampol, 1986 WL 4748 (Del Ch. 1986).
He has also served as special Delaware counsel for boards of directors and special board committees for such corporations as Bank of America Corporation, Hewlett-Packard Company, Citigroup, Inc., Goldman Sachs, Rockefeller Center Properties, Inc., PeopleSoft, Inc., Motorola, Inc., The Walt Disney Company, Google, Liberty Media Corporation, News Corporation, Zinga, Inc., First Franklin Financial Corporation, Republic Industries, Inc., Computer Associates International, Inc., Anheuser Busch Companies, Inc., infoUSA, Inc., National Steel Corporation, Pharmacia Corporation, Maytag Corporation, Dreamworks Animation SKG, The Vanguard Group, Inc., Duncan Energy Partners, Affiliated Computer Services, Inc., Teppco Partners, L.P., Huntsman Corporation, ImClone Systems Incorporated, iPass, Inc., E. I. du Pont de Nemours & Co., Inc., BarnesandNoble.com, Levi Strauss Associates, Inc., Lifepoint Hospitals, Inc., Biosite, Inc., Triad Hospitals, Inc., The Hertz Corporation, Wheeling-Pittsburgh Corporation, EON Labs, Inc., TicketMaster Online-City Search, Inc., IGEN, Inc., Quest Software, Walter Industries, Inc., Insituform East, Inc., Houlihan's Restaurants, Inc., AMF Holdings, Inc., Fairfield Communities, Inc., Clear Channel Outdoor Holdings, Inc., Countrywide Financial Corporation, PLM International Inc., Space Imaging, Inc., Gemstar International Group Ltd., Kenetech Corporation, Todd A-O Corporation, Pure Resources, Inc., OEC Corporation, Take Two Interactive Software, Inc., Ashworth, Inc., UTStarcom, Inc., NRG Energy, Inc., Fox & Hound Restaurant Group, The Talbots, Inc., Rental Service Corporation, Countrywide Home Loans, Inc., Unico Corporation, Net2Phone, Phonefree.com, G.P. Strategies Inc., Veterinary Centers of America, Inc., Golden Telecom, Inc., Rent-A-Center, Inc., Siliconix Incorporated, Genencor International, Inc., Micro General Corporation, Printcafe Software, Inc., Epicor Software Corporation, Venoco, Inc., Adelphia Communications Corporation, and Cysive, Inc.
Fellow of the American College of Trial Lawyers
Former Chairman of the Board of Bar Examiners of the Delaware Supreme Court
Named “Lawyer of the Year 2011” in Delaware by The Best Lawyers in America for Bet-the-Company Litigation
Named to The Lawdragon 500 Leading Lawyers in America from 2006-2012
Recognized by The Best Lawyers in America for 17 consecutive years (Bet-the-Company Litigation, Commercial Litigation and Corporate Law)
Delaware Co-Chair of Planning Committee, Tulane Corporate Law Institute
Former member of the Council of the Corporate Section of the Delaware State Bar Association, charged with proposing annual amendments to the Delaware General Corporation Law on behalf of the Delaware State Bar Association
Named to Delaware Super Lawyers Top 10 List, 2007-2012
Member of the Board of Advisors of the University of Pennsylvania's Institute of Law and Economics
Member, Delaware Bar Admissions Study Committee of the Supreme Court of the State of Delaware
Former Lecturer in Law, University of Pennsylvania Law School, instructing with respect to fiduciary responsibilities of directors of Delaware corporations
Former member of the Board of Trustees of the Delaware Bar Foundation
Former chair of the Delaware Supreme Court Advisory Committee on IOLTA
Assistant to the President of the Delaware Bar Association, during the tenure of The Honorable E. Norman Veasey as President of the DSBA, 1982-1983
Former member of the Executive Committee of the Delaware State Bar Association
Former chair of the New Lawyers Committee of the Delaware State Bar Association
Recipient of the Delaware State Bar Association's New Lawyers Distinguished Service Award
He is the co-author of an annually updated treatise examining litigation practice in the Delaware Court of Chancery and entitled Corporate and Commercial Practice in the Delaware Court of Chancery (Lexis Law Publishing). The work is recognized as a leading authority on Delaware corporate practice and has been cited by the Delaware courts in over 300 published opinions. Upon its publication, the treatise was reviewed in the February 1999 issue of The Business Lawyer, in which the authors (R. Franklin Balotti and Raymond J. DiCamillo of Richards, Layton & Finger, P.A.) described it as the "first practice guide geared specifically to that influential tribunal," and as having established the authors as "the 'Wright and Miller' of the Court of Chancery."
Temple University School of Law, J.D., cum laude, 1976
University of Delaware, B.A., History and Political Science, 1972