Morris, Nichols, Arsht & Tunnell LLP

Corporate Counseling

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 special committees of independent directors in considering transactions involving potential conflicts of interest.  With over 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.

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 a 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.

American Bar Association (Business Law Section, Private Equity and Venture Capital Committee (former chair), Mergers and Acquisitions Committee, Two- Step Merger Agreement Task Force (former co-chair), Diversity Committee (LGBT Involvement Subcommittee, former vice chair)) Delaware State Bar Association (Corporation Law Section and Lawyer Assistance Committee) Temple Beth David of Gladwyne, PA (Vice President) Wexner Heritage Program (2025 Philadelphia Cohort) Gay and Lesbian Lawyers of Philadelphia (former chair) University of Pennsylvania Institute for Law and Economics (former Board of Trustees member)

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