Potter Anderson & Corroon LLP

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Ryan Costa

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is a…more

Attorney-Client Privilege, Board of Directors, Class Action, Corporate Governance, Corporate Records

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David DiDonato

"Don't Ask, Don't Waive" Standstill Provisions: Impermissible Limitation on Director Fiduciary Obligations or Legitimate, Value-Maximizing Tool?

Under Revlon and its progeny, directors of Delaware corporations have a duty to take reasonable steps to ensure that stockholders receive the highest price reasonably available in a sale of the company. One way that target…more

Auction, Bids, Directors, Don't Ask - Don't Waive, Fiduciary Duty

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Timothy Dudderar

Delaware’s Evolving Equity Dilution Standing Rules

In a recent decision from the Delaware Court of Chancery, Vice Chancellor J. Travis Laster provided what seems to be an important step towards reconciling two strands of Delaware law, addressing the distinction between direct…more

Derivative Suit, Dilution, Entrepreneurs, New Regulations, Private Equity

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John Grossbauer

2013 Amendments To The Delaware General Corporation Law

The Governor of Delaware has signed into law amendments to the General Corporation Law of the State of Delaware (the “DGCL”) proposed by the Delaware State Bar Association and subsequently approved by the Delaware legislature. A…more

Corporate Governance, Proposed Legislation

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Christopher Kelly

Delaware Chancery Court Clarifies Delaware Boards’ Fiduciary Oversight Duties as to Corporate Operations Abroad

In 2013, the Delaware Court of Chancery issued three decisions in which it denied motions to dismiss claims for breach of the duty of oversight (i.e., Caremark claims) asserted against directors of Delaware corporations having…more

Board of Directors, China, Fiduciary Duty, Personal Liability

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Pamela Millard

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is a…more

Attorney-Client Privilege, Board of Directors, Class Action, Corporate Governance, Corporate Records

See All Updates »

Justin Morse

Delaware’s Evolving Equity Dilution Standing Rules

In a recent decision from the Delaware Court of Chancery, Vice Chancellor J. Travis Laster provided what seems to be an important step towards reconciling two strands of Delaware law, addressing the distinction between direct…more

Derivative Suit, Dilution, Entrepreneurs, New Regulations, Private Equity

See All Updates »

Mark Morton

2013 Amendments To The Delaware General Corporation Law

The Governor of Delaware has signed into law amendments to the General Corporation Law of the State of Delaware (the “DGCL”) proposed by the Delaware State Bar Association and subsequently approved by the Delaware legislature. A…more

Corporate Governance, Proposed Legislation

See All Updates »

Michael Pittinger

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is a…more

Attorney-Client Privilege, Board of Directors, Class Action, Corporate Governance, Corporate Records

See All Updates »

Michael K. Reilly

Potter Anderson Serves as Counsel to ICE in $8.2 Billion Agreement to Acquire the New York Stock Exchange

IntercontinentalExchange, Inc., an operator of global markets and clearing houses, and NYSE Euronext, a global equity, equity options and fixed income derivatives market operator, announced a definitive agreement for ICE to…more

Commodities, Derivatives, Foreign Exchanges, IntercontinentalExchange, NYSE

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Jacqueline Rogers

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is a…more

Attorney-Client Privilege, Board of Directors, Class Action, Corporate Governance, Corporate Records

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Michael Rush

CYBER INSURANCE 101: Coverage Issues Related to Cyber Attacks and Cyber Insurance

The Rise of Cyber Attacks - On October 3, 2013, Adobe Systems Inc., the computer software giant responsible for staple software products such as Adobe Acrobat and Photoshop, announced that its security team had discovered a…more

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Janine Salomone

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is a…more

Attorney-Client Privilege, Board of Directors, Class Action, Corporate Governance, Corporate Records

See All Updates »

Kevin Shannon

Delaware Chancery Court Clarifies Delaware Boards’ Fiduciary Oversight Duties as to Corporate Operations Abroad

In 2013, the Delaware Court of Chancery issued three decisions in which it denied motions to dismiss claims for breach of the duty of oversight (i.e., Caremark claims) asserted against directors of Delaware corporations having…more

Board of Directors, China, Fiduciary Duty, Personal Liability

See All Updates »

Michael B. Tumas

Potter Anderson Serves as Counsel to ICE in $8.2 Billion Agreement to Acquire the New York Stock Exchange

IntercontinentalExchange, Inc., an operator of global markets and clearing houses, and NYSE Euronext, a global equity, equity options and fixed income derivatives market operator, announced a definitive agreement for ICE to…more

Commodities, Derivatives, Foreign Exchanges, IntercontinentalExchange, NYSE

See All Updates »

Peter Walsh

"Don't Ask, Don't Waive" Standstill Provisions: Impermissible Limitation on Director Fiduciary Obligations or Legitimate, Value-Maximizing Tool?

Under Revlon and its progeny, directors of Delaware corporations have a duty to take reasonable steps to ensure that stockholders receive the highest price reasonably available in a sale of the company. One way that target…more

Auction, Bids, Directors, Don't Ask - Don't Waive, Fiduciary Duty

See All Updates »

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