Mr. Wolfe is the chairman of Potter Anderson & Corroon. His practice concentrates on corporate litigation in the Court of Chancery and the counseling of boards of directors and special board committees of Delaware corporations with respect to issues of fiduciary duty and internal corporate governance. He served as chair of the firm's Corporate Group and as a member of the firm's Executive Committee from 1999 through 2005.
Chambers USA: America's Leading Lawyers for Business ranks Mr. Wolfe in the top tier of Chancery practitioners and reports that, "Wolfe is regarded as 'a fantastic resource for outside counsel, he has a tremendous breadth of experience and wisdom.'" His extensive experience "has equipped him with 'a vast knowledge of the law and an awareness of all the hot issues present in Delaware.'" (From Chambers USA, America's Leading Lawyers for Business 2008).
Mr. Wolfe's most notable recent engagements have included the following:
- Hexion Specialty Chemicals, Inc. and Apollo Management L.P. in expedited litigation relating to the merger agreement between Hexion and Huntsman Corp.;
- Barclay's Bank PLC in connection with its acquisition of certain assets of Lehman Bros. Holdings, Inc.;
Anheuser Busch in connection with its merger with Belgian brewer InBev N.V.;
- Bank of America in connection with shareholder litigation challenging its proposed $50 billion acquisition of Merrill Lynch;
- Hewlett-Packard Company in its successful defense of Walter Hewlett's challenge to the shareholder vote approving HP's acquisition of Compaq;
- Pure Resources, Inc. in connection with a going private transaction by its controlling stockholder, Unocal Corporation, and in the related litigation challenging the fairness of that transaction;
- Omnicare, Inc. in its successful effort to acquire NCS Healthcare, Inc., and to invalidate the pre-existing merger agreement between NCS and Genesis Health Ventures, Inc.;
- PeopleSoft and its Board of Directors in connection with the hostile tender offer launched by Oracle Corporation and in the lengthy litigation that challenged the Board's use of its Shareholder Rights Plan;
- The Walt Disney Company and its directors in connection with litigation spawned by the proxy contest initiated by former directors Roy Disney and Stanley Gold and their ensuing challenge to the validity of Disney's annual election of directors.
Joined the Law Firm in: 1976
Areas of Practice
Main Focus: Corporate Governance
Corporate Governance
Corporate Litigation
Professional Career
Significant Accomplishments
Mr. Wolfe is Delaware counsel for Charles F. Dolan and his family in connection with their controlling interest in and proposals to acquire the public shares of Cablevision Systems Corp, one of the largest cable operators in the country and the owner of Madison Square Garden, Radio City Music Hall, the New York Knicks and the New York Rangers. He also represents Hewlett-Packard and certain of its directors with regard to litigation precipitated by the recent "pretexting" activity. He has recently served as Delaware counsel to Mittal Steel, the world's largest steel maker, in connection with its acquisition bid for the world's second largest steel manufacturer, Arcelor, and to Euronext in connection with its proposed combination with the New York Stock Exchange. He is also Delaware counsel to Cerberus, Inc. in connection with its proposal to acquire Affiliated Computer Services, Inc.; IntercontinentalExchange, Inc. in connection with its bid to acquire The Chicago Board of Trade; and Biosite, Inc. as the target of competing acquisition proposals from Beckman Coulter Inc. and Inverness Medical Innovations, Inc. He represents Chaparral Resources in stockholder litigation challenging its going private merger with Lukoil. He has served as Delaware counsel to the Board of Hewlett Packard in litigation filed in California by stockholders of Hewlett-Packard against the company and its board challenging certain payments made to Carly Fiorina in connection with her departure from her position as CEO of the company. He has served as Delaware counsel to Jacuzzi Brands, Inc., and certain of its directors in connection with litigation arising from its proposed merger with Apollo Management. He has represented Maytag, Inc. in connection with litigation arising from its proposed acquisition by Whirlpool, and to AskJeeves, Inc, and its board in connection with litigation relating to that company's proposed merger with IAC/InterActiveCorp.
Professional Associations
American Bar Association
Mr. Wolfe 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), which has become recognized as a leading authority on Delaware corporate practice and which is frequently relied upon and cited by the Delaware courts. Upon its publication, the work 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."
Chairman of the Board of Bar Examiners of the Delaware Supreme Court, following two terms as a member of the Board.
Named to The Lawdragon 500 Leading Lawyers in America for 2006, 2007 and 2008 and The Lawdragon 500 Leading Dealmakers in America for 2007
Recognized in the 2009 edition of The Best Lawyers in America for Bet-the-Company Litigation, Commercial Litigation and Corporate Law
Member of the Board of Advisors of the University of Pennsylvania's Institute of Law and Economics
Member of the Board of Trustees of the Delaware Bar Foundation, for which he also served as Tresurer
Member, Delaware Bar Admissions Study Committee of the Supreme Court of the State of Delaware
Chair of the Delaware Supreme Court Advisory Committee on IOLTA
Lecturer in Law, University of Pennsylvania Law School, instructing with respect to fiduciary responsibilities of directors of Delaware corporations
Assistant to the President of the Delaware Bar Association, serving during the tenure of The Honorable E. Norman Veasey as President of the DSBA
Member of the Council of the Corporate Section of the DSBA, which is charged with proposing annual amendments to the Delaware General Corporation Law on behalf of the DSBA
Member of the Executive Committee of the Delaware State Bar Association; as a member of the Nominating Committee of the DSBA; as chair of the New Lawyers Committee of the DSBA; as State Membership Chair of the American Bar Association and as a member of the Richard S. Rodney Inn of Court
Publications
Corporate and Commercial Practice in the Delaware Court of Chancery
The Delaware Court of Chancery in Contemporaneous Decisions Addresses Backdating and Spring-Loading of Employee Stock Option Awards
Notable Delaware Corporate Decisions 2005: Delaware-Centric Musings on Disney, TOYS "R" US, TCI, Unisuper, and Examen
The Special Negotiating Committee and the Business Judgment Rule: A Modest Proposal
The Odd Couple: Majority of Minority Approval and the Tender Offers
Pure Resources, Printcafe and the Pugnacious Special Committee
Guidelines for Conducting Internal Corporate Investigations
Seminars
Mr. Wolfe has made numerous presentations and has authored many published articles on a broad range of corporate issues to a variety of corporate law seminars and symposia, including The Tulane Institute of Corporate Law, The Association of General Counsel, The UCLA Law Institute on Corporate Securities and Mergers and Acquisitions, The Harvard School of Law, The University of Pennsylvania Institute of Law and Economics, The UCLA Mergers and Acquisitions First Monday Forum, as well as a variety of seminars sponsored by The Practicing Law Institute, The University of Pennsylvania Institute of Law and Economics, and the American and Delaware State Bar Associations. He has also served with a number of other corporate counsel from Delaware and around the country as a delegate representing the State of Delaware and the Delaware Secretary of State on several international missions to promote the benefits of Delaware's court system and of its corporate law.
Bar Admission
Delaware, 1976
Education
Temple University School of Law, J.D., cum laude, 1976
University of Delaware, B.A., History and Political Science, 1972
