Delaware Law Issues in Mergers and Acquisitions and Related Transactions


This course provides an in-depth look at recent Delaware case law developments affecting mergers and acquisitions. It outlines recent cases involving the obligation of directors under Delaware law.

In addition, the course analyzes disclosure issues, focusing on projections and the disclosure of projections. Panelists discuss selective disclosure and the concept of bad faith, and review deal-termination cases. Finally, the panel discusses whether there will be new cases that challenge the action or inaction of directors with respect to recently failed companies.


I. Obligations of Directors
        A. Introduction
        B. Issues With Disclosure
        C. Netsmart
        D. Projections in Wayne County Employees
        E. Checkfree
II. The Concept of Bad Faith
        A. The Lyondell Cases
        B. Ryan v. Lyondell
        C. The Importance of a Trial
III. Termination Cases
        A. Hexion v. Huntsman
        B. United Rentals, Inc.
        C. CA Timeline
        D. The Court’s Opinion in the CA case
        E. The Economic Impact

Content Provided

The Penn State Dickinson School of Law

Founded in 1834 by Judge John Reed, The Dickinson School of Law is the oldest law school in Pennsylvania and the fifth oldest in the nation. Throughout its history, the law school has trained distinguished graduates who have gone on to become leaders of the bar, of the judiciary, of government, and of business. These alumni include the first secretary of the U.S. Department of Homeland Security, five governors, three U.S. senators, and more than 100 federal, state and county judges and countless prominent lawyers and civic leaders. In 2000, the law school merged with Penn State, one of the country’s premier research universities, and stepped into a new era of legal excellence.

Penn State Dickinson School of Law Center for the Study of Mergers and Acquisitions

The center, headed by Samuel C. Thompson Jr., former director of the UCLA Center for the Study of Mergers and Acquisitions, examines corporate, securities, tax, antitrust, and other legal and economic issues that arise in mergers and acquisitions. An important part of the center’s mission is to sponsor continuing legal education programs addressing these issues.

The Association of the Bar of the City of New York

The years following the Civil War were tumultuous ones for New York City, offering many opportunities to the dishonest. Unsavory politicians and errant members of the bench and bar were among those who took advantage of those troubled times. In December 1869, a letter was circulated among some of the city’s lawyers addressing those improprieties. It called for the creation of a new bar association to “sustain the profession in its proper position in the community, and thereby enable it ... to promote the interests of the public ....” More than 200 lawyers responded by signing a declaration of organization and in 1870 The Association of the Bar of the City of New York was born. The young organization quickly made its presence felt. Among its first activities was a campaign to defeat corrupt politicians and judges at the polls and to establish standards of conduct for those in the legal profession.

The association continues to work at political, legal and social reform, and maintaining high ethical standards for the legal profession. The association also continues to implement innovative means by which the disadvantaged may be helped. Much of this work is accomplished through the Association's more than 160 committees, each charged to consider a specific area of law or the profession.

The association has grown to more than 23,000 members. To serve them, the association strives to move ahead in many areas. The library is the largest member-funded law library in the country, and provides members with a “gateway” to online services, including free use of LexisNexis and WestLaw, while continuing to provide more traditional library services. The Small Law Firm Center, Career Management Program and other benefits are constantly evolving to serve members’ needs. More than 150 continuing legal education programs are presented annually.

The public good remains one of the association’s highest priorities. The Legal Referral Service, jointly sponsored by the association and the New York County Lawyers’ Association, provides an array of services directly aimed at serving the needs of the public. The City Bar Justice Center identifies the most pressing legal concerns of New York’s neediest and uses novel approaches to address them, often involving community participation.


Speakers / Authors:

Photo of Donald J. Wolfe, Jr.

Donald Wolfe
Potter Anderson & Corroon LLP

Donald J. Wolfe, Jr. is chair-elect of Potter, Anderson & Corroon, LLP. His practice concentrates on corporate litigation in the Delaware 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.

Mr. Wolfe has participated as Delaware counsel in many of the more significant Delaware corporate decisions of the Court of Chancery and the Delaware Supreme Court over the past 30 years and has also served as special Delaware counsel for boards of directors and special board committees. Mr. Wolfe has made numerous presentations at a variety of corporate law seminars and symposia around the country.

Mr. Wolfe recieved his J.D. from Temple University School of Law in 1976 and his B.A. from the University of Delaware in 1972.

Photo of Gregory P. Williams

Gregory Williams
Richards, Layton & Finger, P.A.

Gregory P. Williams is chair of the corporate department at Richards, Layton & Finger, which includes the corporate litigation group. He served as president of the firm from July 2006 to June 2008, and as executive vice president from July 2003 to June 2006.

Mr. Williams’ practice consists primarily of representing corporations and their directors and officers. He provides nonlitigation advice and counseling to his clients and represents them in courts in Delaware and across the country. Mr. Williams also represents committees of boards of directors formed to negotiate transactions or investigate alleged corporate wrongdoing.

The author of numerous articles regarding corporate law, Mr. Williams is a co-author of a treatise entitled “Meetings of Stockholders” and has lectured on dozens of occasions.

Mr. Williams was recently invited to be a fellow of the Litigation Counsel of America. He was also appointed by the chancellor of the State of Delaware to serve as chair of the Court of Chancery Rules Committee. Mr. Williams chaired the Litigation Rules Committee of the Delaware Supreme Court from 1996 until 2008 and is a former member of the Board of Bar Examiners of the State of Delaware. He served as the chair of the Corporate and Securities Law Subcommittee of the United States Law Firm Group from 1995 through 2003.

Mr. Williams recieved his J.D. from the College of William and Mary in 1982, and his B.A.A.S. from the University of Delaware in 1979.

Photo of Norman M. Monhait

Norman Monhait
Rosenthal, Monhait & Goddess, P.A.

Norman M. Monhait is a member of Rosenthal, Monhait & Goddess P.A. He was admitted to the Pennsylvania bar in 1975, the District of Columbia bar in 1976, and the Delaware bar in 1980. He practices corporate litigation, securities litigation, business litigation, civil litigation, corporate law and bankruptcy.

Mr. Monhait recieved his B.A. from Lehigh University in 1970 and his J.D. from Harvard University in 1975.

Photo of William M. Lafferty

William Lafferty
Morris, Nichols, Arsht & Tunnell LLP

William M. Lafferty is a member of the Corporate and Business Litigation Group at Morris, Nichols, Arsht & Tunnell, LLP. His practice involves corporate and commercial litigation, with an emphasis on cases involving mergers and acquisitions, proxy contests and consent solicitations, and shareholder class and derivative actions. Mr. Lafferty’s litigation practice is concentrated on cases pending in the Delaware Court of Chancery and Delaware Supreme Court. He also advises corporate clients and boards of directors with respect to litigation and transactional matters.

In the past few years, Mr. Lafferty has been involved in a number of significant mergers and acquisitions transactions and related litigations.

Mr. Lafferty recieved his 1989 from the Dickinson School of Law of The Pennsylvania State University. He recieved a B.S. and a B.A. in 1985 from the University of Delaware.


Standard Rate: $119.00
Subscribers: FREE
Pillsbury U Online: $119.00


Course Code : 776330
Length : 58min
Recorded Date : 9/26/2008
Format Type : Video

Included In

Returning Subscribers