Delaware counsel in United States

Morris, Nichols, Arsht & Tunnell LLP

Morris, Nichols, Arsht & Tunnell LLP has developed a remarkable reputation for its full-service Delaware law offering. The department’s broad experience includes assisting both publicly traded and privately held companies, as well as their management, with some of the largest transactions in the market. In one such example, the team acted as Delaware law counsel to the Charles Schwab Corporation in its $26bn acquisition of Ameritrade Holding Corporation. The past year has also seen the team handle corporate governance, reorganization, and financing issues arising out of the Covid-19 pandemic; mandates relating to special purpose acquisition company (SPAC) transactions have also been a recent area of activity. Further, the group’s approach to structuring complex transactions is particularly innovative in multiple respects. In one highlight of many, the trio Jeffrey Wolters, Louis Hering, and Melissa DiVincenzo assisted the special committee of the board of directors of Pope MGP with the acquisition of Pope Resources by Rayonier—a transaction involving a tax-deferred umbrella partnership real estate investment trust (UPREIT) structure. The team is also noted for its work for alternative entities; Jason Russell is a go-to adviser for investment funds formed as LLCs used to invest into lower-income communities, particularly in renewable energy projects. Apart from its strength in the energy sector, the practice is well versed in industries such as telecoms, healthcare, technology, and financial services, among others. The group is led out of Wilmington by Hering, James Honaker, Andrew Johnston, and David Harris.

Practice head(s):

James Honaker; Andrew Johnston; David Harris; Louis Hering

Other key lawyers:

Melissa DiVincenzo; Jeffrey Wolters; Jason Russell; Eric Klinger-Wilensky; Patricia Vella; Tarik Haskins; Daniel Matthews

Richards, Layton & Finger, P.A.

Richards, Layton & Finger, P.A.’s full-service practice is widely recognized as one of the key market players in the country’s most popular corporate law jurisdiction. Clients regard the firm’s corporate specialists as ‘experts in Delaware partnership law, who particularly master issues relating to limited partnerships’. Indeed, the group has a particular strength across a full scope of matters pertaining to the structuring, operation, and organization of LLCs and LPs; it is traditionally known for its work on bankruptcy-remote LLCs and LPs. The practice is also highly experienced in issues involving the Delaware Statutory Trust Act, and it prides itself on its successful work on the formation of a large number of Delaware statutory trusts. The team is noted for its headline-grabbing recent work; in one standout highlight of many, it acted as Delaware counsel to Tiffany & Co. in its $16.2bn acquisition by LVMH. Mark Gentile and Srinivas Raju jointly chair the department, while Michael Allen and Catherine Dearlove serve as vice chairs.

Practice head(s):

Mark Gentile; Srinivas Raju; Michael Allen; Catherine Dearlove

Other key lawyers:

Stephen Bigler; Doneene Damon; John Mark Zeberkiewicz; Stephanie Norman; Nathaniel Stuhlmiller


‘They are experts in Delaware partnership law, who particularly master issues relating to limited partnerships.’

‘Incredibly knowledgeable regarding developments in Delaware law. Always very responsive. Engaged partners and strong associates. We see them as the top of the market among Delaware practitioners.’

‘They are extremely thorough and diligent in their work.’

‘Both James Leyden and Melissa Stubenberg are excellent. Incredibly knowledgeable, practical and solutions oriented and always available.’

K&L Gates

The Wilmington-based team at K&L Gates is an attractive choice for clients in Delaware and further afield, though the firm also stands out in this space for the strength of its global network, bringing regular engagements by clients in Europe, Asia, and Australia. The team advises on a wide range of matters, including complex formation and governance issues, credit facility arrangements, and issues relating to Delaware’s alternative business entity statutes, to name a few examples. Clients recommend department head Scott Waxman for his ‘encyclopedic knowledge of Delaware law’ and ‘creative problem solving’. Nicholas Froio is a part of the Statutory Trust Committee of the Delaware State Bar Association, a role that brings close familiarity with Delaware’s statutory trust statute. Eric Feldman is also recommended for matters pertaining to the operation of alternative entities.

Practice head(s):

Scott Waxman

Other key lawyers:

Nicholas Froio; Eric Feldman; Lisa Stark; Andrew Skouvakis


‘I know the head of the DE office – Scott Waxman. I’ve known Scott for my entire legal career, and he’s one of those people who manages to get better every year and remain so modest about it. He has encyclopedic knowledge of Delaware law and is the most responsive lawyer with whom I have ever worked. And he’s great at creative problem solving. I simply cannot imagine going to anyone else in Delaware.’

Key clients

Wilmington Trust, N.A.

International Paper

Kookmin Bank / KB Securities Co. Ltd.

Custom America, Inc.

Wells Fargo Bank, N.A.

Lone Star Funds / Lone Star Real Estate Funds

Seller Strategies International LLC

Lon Inc.

Work highlights

  • Represented Wilmington Trust and its affiliates in numerous transactions in which Wilmington Trust served in various capacities, including as trustee, collateral agent, custodian, verification agent, securities intermediary, and backup servicer in secured transactions, asset-backed financings, aircraft financing transactions, and life settlement transactions.
  • Assisting International Paper with advice on Delaware LLC governance matters relating to amendment of credit facilities and related opinion work.
  • Advised Lone Star Funds and Lone Star Real Estate Funds on various Delaware law organizational, operational and financing matters, including certain internal reorganizations, fund closings and financing arrangements.