Eric S. Klinger-Wilensky > Morris, Nichols, Arsht & Tunnell LLP > Wilmington, > Lawyer Profile

Morris, Nichols, Arsht & Tunnell LLP
CHASE MANHATTAN CENTER, 18TH FLOOR
1201 NORTH MARKET STREET
WILMINGTON, DE
DELAWARE

Work Department

Corporate Counseling

Position

Eric advises corporations on a broad array of transactions, including business combinations, acquisitions and divestitures, spin-offs and split-offs, and capital raises.  He also advises generally on matters of corporate governance.

A major focus of his practice is representing public companies in M&A transactions as well as special committees of independent directors in considering transactions involving potential conflicts of interest.  With nearly two decades of experience, Eric has led the Morris Nichols team on some of the firm’s largest and most complex special committee representations, including several involving controlling stockholder take-private transactions.

For more, visit his bio at https://www.morrisnichols.com/lawyers-eric-s-klinger-wilensky.

Career

Eric also has particular experience with transactions structured as tender offers followed by “medium-form” mergers.  He served as a lead drafter of legislation that ultimately became Section 251(h) of the Delaware General Corporation Law (DGCL), that facilitated and led to an increase in the use of such transactions.  Following adoption of that legislation, Eric served as the co-chair of the American Bar Association (ABA) Section of Business Law Mergers and Acquisitions Committee Task Force on Two-Step Transactions. In that role, he co-edited the ABA’s Model Tender Offer Agreement treatise published in 2020.  Eric also served as a lead drafter of Section 267 of the DGCL, that allows non-corporate entities to be the acquiring entities in “short-form” mergers.

Eric devotes a significant portion of his practice to assisting in M&A litigation, and has been involved in a number of precedent-setting M&A and other corporate cases decided by the Delaware courts over the past twenty years, particularly those involving deal certainty.  Eric often applies the knowledge gained in this aspect of his practice to the advice he provides to clients in the transactional context.

In addition, Eric provides opinions on matters of Delaware law, including closing opinions and in the capacity as an expert witness in non-Delaware forums, including those of Singapore, Australia, and Ireland.

A former clerk to Chancellor Chandler and Vice Chancellor Noble on the Delaware Court of Chancery, Eric has been actively involved in the national corporate legal community, the local Delaware legal community, as well as in firm governance. At the national level, he is the former chair of the ABA Section of Business Law Private Equity and Venture Capital Committee.

Within Delaware, at the request of two successive Chief Justices of the Delaware Supreme Court, Eric served as a member of the Permanent Advisory Committee on Supreme Court Rules and a committee of the Delaware Access to Justice Commission. At Morris Nichols, Eric has served terms as hiring partner and as practice group coordinator of the Corporate Counseling Group, and currently serves on the firm’s Diversity Committee.

Eric speaks and writes frequently on emerging issues in Delaware corporate law. He has served as a Lecturer in Law at the University of Pennsylvania Law School, where he has taught classes on M&A contract drafting and venture capital, and served on the Board of Trustees of the University’s Institute for Law and Economics.

Memberships

American Bar Association (Business Law Section, Private Equity and Venture Capital Committee (former chair), Mergers and Acquisitions Committee, Two- Step Merger Agreement Task Force (co-chair), Diversity Committee (LGBT Involvement Subcommittee, former vice chair))

Bloomberg Law: Corporate Transactions (Advisory Board)

Delaware State Bar Association (Corporation Law Section and Lawyer Assistance Committee)

Gay and Lesbian Lawyers of Philadelphia (former chair)

University of Pennsylvania Institute for Law and Economics (former Board of Trustees member)

Education

University of Pennsylvania Law School, JD, cum laude, Order of the Coif, 2003
University of Pennsylvania Law Review, Executive Editor

Hofstra University, BA, social sciences, summa cum laude, 2000

Lawyer Rankings

United States > M&A/corporate and commercial > Delaware counsel

Hailed as ‘one of the top firms in Delaware, whose name everyone knows‘, Morris, Nichols, Arsht & Tunnell LLP‘s practice offers an ‘unparalleled knowledge of Delaware law‘ as the team was involved in writing many of the Delaware corporate laws. Daniel Matthews, Jeffrey Wolters, David Harris, and Louis Hering lead the team, and Eric Klinger-Wilensky, known as ‘very responsive, knowledgeable and practical’, is a driver of corporate work within the group, with his practice focusing on corporate advice in the context of transaction and governance litigation. Aside from this, Sara Gelsinger stands out for her ‘commercial and solutions focused’ work. The team is praised for its ‘strong local regulator relationships’ and assists both publicly traded and privately held companies. On the private side, the group has recently seen an increase in ‘business divorce’ cases, where a private company partnership and stakeholders disagree on changing course, liquidating, dissolving or investing to address stressors connected to the pandemic. Melissa DiVincenzo is a key name to note for advising clients on Delaware General Corporation Law. Jason Russell‘s expertise lies in areas such as Delaware alternative entities and limited liability partnerships.