Delaware corporate law in United States

Morris, Nichols, Arsht & Tunnell LLP

Morris, Nichols, Arsht & Tunnell LLP is among the best-known names in the market for comprehensive Delaware law advice, both in multibillion-dollar transactions and in litigation. Recent highlights included representing Anthem in high-profile litigation related to its proposed merger with Cigna, and also advising JUUL on Altria's $12.8bn investment in the company. Key figures at the firm include James Honaker and Andrew Johnston, who specialize in corporate governance and counseling; and David Harris and Louis Hering, who focus on the formation of alternative entities and investment funds and related corporate and financing transactions. Also recommended are Eric Klinger-Wilensky, Jeffrey Wolters, and Jason Russell.

Practice head(s):

James Honaker; Andrew Johnston; David Harris; Louis Hering

Key clients

Ares Management

Apollo Global Management

Barclays Bank Delaware

Bayer

Berkshire Hathaway

BlackRock

Enbridge

Invesco

Milacron Holdings Corp.

Salesforce

TPG

Vanguard

WeWork Companies

Work highlights

  • Served as Delaware counsel to the Altria Group in its $12.8bn investment in JUUL Labs for a 35% stake.
  • Represented Equitrans, one of the largest natural gas gatherers in the United States, in a simplification transaction involving two master limited partnerships.
  • Provides regular counseling and corporate governance advice to Dine Brands, one of the largest full-service dining companies in the world and franchisor of the iconic brands Applebee’s and IHOP.
  • Served as lead counsel to Diamond State Port Corporation, a special purpose entity formed and owned by the State of Delaware to run the Port of Wilmington, in relation to its fifty-year concession agreement with Gulftainer, an Emirati port operator. This was the first transaction of its kind in the US where an entire port was transferred to a private party.
  • Acted as Delaware counsel in connection with Berkshire Hathaway’s $10bn investment in Occidental Petroleum made in connection with Occidental’s takeover bid for Anadarko Petroleum Corp.

Richards, Layton & Finger, P.A.

Richards, Layton & Finger, P.A. is active in all areas of Delaware corporate law, including corporate transactions, joint ventures, and the organization of LLCs and partnerships. Praised by one client as 'knowledgable, practical and solution-oriented', the corporate department is co-chaired by William Haubert and Srinivas Raju, with the 'experienced' Michael Allen and Catherine Dearlove acting as vice chairs. Other key figures include Mark Gentile and John Mark Zeberkiewicz. Raju and Zeberkiewicz both serve on the governing council of the Corporation Law Section of the Delaware State Bar Association, where they play a role in drafting amendments to Delaware corporate law, including those regarding LLCs, limited partnerships, and statutory trusts.

Practice head(s):

William Haubert; Srinivas Raju; Michael Allen; Catherine Dearlove

Testimonials

‘The RLF team is a well-known authority on Delaware law issues, respected by every major law firm. They are knowledgeable, practical and solution-oriented.’

‘RLF has many great corporate advisors and litigators, and they work well together as a team. This is very important for Delaware law issues, which can turn into litigation. My go-to advisor is Mike Allen, who is an experienced, knowledgeable and practical lawyer.’

‘Richards, Layton & Finger has provided exceptional service and advice to us on matters of Delaware corporate law and governance matters. Over the past two years, our Special Committee completed two highly complex transactions between a variety of affiliate companies, which were vigorously negotiated among their respective public and private shareholders, management entities and third parties. Throughout the processes, RLF provided timely, articulate and constructive advice in a energetic manner. And while their focus was legal in nature, the Special Committee and its financial advisers benefited from RLF’s tactile business judgement in structuring and executing the resultant transactions. As a testament to RLF’s involvement, both transactions were extremely well-received in the public markets and suffered no negative investor reactions across the suite of affected affiliate companies.’

‘The RLF team was led by Srinivas Raju assisted by Ken Jackman, both of whom were extraordinarily helpful in terms of setting the framework for the negotiations and structuring. They both were available full-time, all the time, and dealt with very challenging time frames smoothly. And in an environment complicated by multiple entities and their respective financial and legal advisors they distinguished themselves by getting ahead of issues and providing concrete advice and counsel. They truly acted as partners working with all the constituent parties in a spirited and constructive manner.’

Work highlights

  • Represented Gardner Denver Holdings in its $7.7bn cash/stock acquisition of the industrial segment businesses of Ingersoll-Rand.
  • Represented KLX in its acquisition by Boeing Co. for $4.25bn.
  • Represented Papa John’s in connection with its issuance of $250m in stock to Starboard Value Fund in February 2019. Also provided substantial advice, including deal protection advice, to Papa John’s in connection with its very public fall-out with former CEO and chairman John Schnatter.
  • Representing Sirius XM Radio in its acquisition of Pandora Media for $3.5bn.
  • Advising the VMware Special Committee on Dell Technologies’ acquisition of its tracking stock for $21.7bn.

K&L Gates

The Wilmington-based team at K&L Gates routinely acts in conjunction with the firm's other US offices to provide comprehensive corporate law advice on a variety of corporate transactions and partnership issues. Recent highlights, and examples of the firm's seamless multi-jurisdictional approach, include advising Lone Star Funds on the establishment of a new fund, and representing Microsoft in the establishment of its partnership with OpenAI. The first matter was handled in conjunction with the Fort Worth office, while the latter saw the Delaware team working alongside the Seattle office. Contacts in Wilmington include Scott Waxman, rated for his 'encyclopedic knowledge of Delaware law', and Eric Feldman; both sit on the committee responsible for drafting most of Delaware’s preeminent business laws.

Practice head(s):

Scott Waxman

Other key lawyers:

Eric Feldman

Testimonials

‘Scott Waxman is, bar none, the best Delaware corporate lawyer there is. He has encyclopedic knowledge of the Delaware law. He is also easy to understand and incredibly responsive.’

Key clients

Valent USA

Wilmington Savings Fund Society, FSB

Lone Star Funds/Lone Star Real Estate Funds

Royal Bank of Canada and Australia and New Zealand Banking Group

Lon

Aviation Capital Group

Wilmington Trust

Wells Fargo Bank

Microsoft

Glanbia

Work highlights

  • Advised Valent USA, the leading US-based developer of chemical products for the agriculture industry, on a multi-jurisdictional matter involving one of the first transactions taking advantage of Delaware’s new statute allowing a limited liability company to divide into one or more additional limited liability companies.
  • Representing Wells Fargo Bank and its affiliates in numerous transactions in which Wells Fargo has been involved.
  • Advised Microsoft on matters of Delaware law in connection with the formation of a partnership with OpenAI.
  • Advised Royal Bank of Canada and Australia and New Zealand Banking Group on a sophisticated credit facility and related refinancing to Hansen Technologies to complete its acquisition of Sigma Systems.
  • Representing Wilmington Savings Fund Society, the oldest and largest locally managed bank and trust company headquartered in the Delaware Valley.