Morris, Nichols, Arsht & Tunnell LLP

D. McKinley (Mac) Measley

A partner at Morris Nichols, Mac litigates corporate, alternative entity, and commercial disputes in the state and federal courts in Delaware. His matters often involve shareholder class actions, derivative lawsuits, disputes among boards of directors and large stockholders, contests for control of corporations or alternative entities, litigation among parties to merger agreements, and post-closing contract disputes involving claims to funds held in escrow and related tort claims. Mac’s recent matters also include statutory proceedings such as director and stockholder books and records demands, ratification proceedings, dissolution litigation, and appraisal matters. For more, visit his bio at https://www.morrisnichols.com/lawyers-d-mckinley-mac-measley.

Daniel D. Matthews

Dan advises public and private corporations on a wide range of Delaware corporate law matters, including corporate governance issues as well as the Delaware aspects of corporate transactions. Dan’s work involves a variety of complex transactions, including mergers and acquisitions, preferred stock investments and other financing transactions, as well as counseling boards of directors and committees of independent directors on their fiduciary duties. Dan also provides formal legal opinions on issues involving Delaware corporate law. For more, visit his bio at https://www.morrisnichols.com/lawyers-daniel-d-matthews.

David A. Harris

David’s practice focuses on the fields of partnership, limited liability company and statutory trust law, with an emphasis on issues relating to the formation, operation and dissolution of private investment funds, mutual funds and other investment vehicles organized as Delaware entities. His practice also includes state bank regulatory matters (including organization of Delaware limited purpose trust companies), mergers and acquisitions, financing transactions (including matters involving Article 9 of the Uniform Commercial Code (“UCC”)) and other general commercial law counseling. He regularly delivers third-party legal opinions, including opinions with respect to private investment funds, special purpose entities, perfection of security interests and deal closings. His clients range from large, multinational corporations to local startup ventures, and include private investment fund sponsors such as Advent International, Apollo Global Management, Ares Management and Insight Venture Partners, mutual fund sponsors such as Franklin Templeton and Invesco and Fortune 500 companies such as Bayer, Comcast and Sears Holdings. David is often called upon to provide counsel to other attorneys domestically and internationally on matters relating to Delaware law. For more, visit his bio at https://www.morrisnichols.com/lawyers-david-a-harris.

David J. Teklits

A partner at Morris Nichols, David’s practice focuses on corporate and alternative entity litigation before the Delaware Court of Chancery with a particular emphasis on shareholder class and derivative actions, appraisal cases, and shareholder activism lawsuits. In addition, David advises boards of directors and special committees of directors on all aspects of Delaware corporate law, including related party transactions with controlling shareholders and directors, mergers and acquisitions, proxy and consent solicitations, and shareholder derivative demands. As lead or co-lead counsel, he has successfully argued and tried cases concerning fiduciary duties, corporate governance, and breach of contract issues. For more, visit his bio at https://www.morrisnichols.com/lawyers-david-j-teklits.

Eric S. Klinger-Wilensky

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.

James D. Honaker

Morris Nichols partner Jim Honaker advises public companies, boards of directors and committees on Delaware corporation law issues, including corporate governance and fiduciary duties. In his practice, he advises on corporate governance issues under Delaware law, including in the areas of proxy contests, oversight and compliance, director and officer indemnification and director compensation. Drawing on his experience with private company financings and acquisitions, he also counsels boards and committees of independent directors on merger and acquisition transactions. His clients hail from a range of industries, including the energy, manufacturing, financial services, media, healthcare, and technology sectors. For more, visit his bio at https://www.morrisnichols.com/lawyers-james-d-honaker.

Jeffrey R. Wolters

Morris Nichols partner Jeff Wolters counsels corporations, boards of directors and investors on Delaware law. His practice ranges from advising venture-backed companies to counseling public company boards and board committees. He has been “Delaware counsel” to hundreds of public and private Delaware companies over the years and many of the leading VC and PE funds. Jeff also provides formal legal opinions on Delaware corporate law and related matters under the Delaware General Corporation Law. For more, visit his bio at https://www.morrisnichols.com/lawyers-jeffrey-r-wolters.

John P. DiTomo

A partner at Morris Nichols, John’s practice includes representing investors, directors and officers, corporations, limited liability companies and general and limited partnerships in litigation concerning mergers and acquisitions and other complex commercial disputes. John routinely defends corporate defendants against stockholder lawsuits and has significant experience with takeover litigation. He also routinely represents both individual and corporate clients who need to prosecute or defend corporate governance disputes including, for example, contests for board control, demands for appraisal or similar valuation disputes, demands for books and records, advancement and indemnification, requests for dissolution and receiverships, and a broad variety of other corporate governance disputes. John’s litigation practice is complimented by his advisory work and he also routinely advises boards of directors and special committees in internal investigations, and stockholder derivative demands.For more, visit his bio at https://www.morrisnichols.com/lawyers-john-p-ditomo.

Jon E. Abramczyk

A partner at Morris Nichols, Jon’s practice focuses on litigation arising from corporate mergers and acquisitions and disputes relating to the governance and control of Delaware business entities. Jon regularly represents major Fortune 500 corporations and advises boards of directors and special committees of directors on all aspects of Delaware corporation law, including defense of stockholder class and derivative actions, conflict transactions involving directors and controlling stockholders, and proxy contests. Jon also has substantial experience litigating major commercial disputes in the Delaware Superior Court. For more, visit his bio at https://www.morrisnichols.com/lawyers-jon-e-abramczyk.

Kenneth J. Nachbar

Morris Nichols senior partner Ken Nachbar focuses on cases involving mergers and acquisitions, control contests, shareholder class and derivative actions, and contractual disputes. He advises corporate clients and boards of directors with respect to litigation and transactional matters including structuring of corporate transactions, defensive mechanisms and representation of special negotiating committees and special litigation committees. As both lead and co-counsel, Ken has litigated many of the seminal cases involving Delaware corporate law. He has also advised special committees of the boards of companies. For more, visit his bio at https://www.morrisnichols.com/lawyers-kenneth-j-nachbar.

Kevin M. Coen

A partner at Morris Nichols, Kevin’s extensive trial experience and diverse litigation practice cover a mix of complex corporate and business disputes. He focuses on shareholder class and derivative actions, alternative entity disputes, and other challenges to mergers, acquisitions and other strategic transactions, as well as complex commercial disputes and non-compete litigation. Kevin’s litigation practice concentrates on cases pending in the Delaware Court of Chancery, Delaware Superior Court and U.S. District Court for the District of Delaware, and he often handles expedited trials and preliminary injunction hearings. For more, visit his bio at https://www.morrisnichols.com/lawyers-kevin-m-coen.

Louis G. Hering

Morris Nichols partner Lou Hering is actively involved in the organization and structuring of all forms of Delaware alternative entities. His practice includes mergers and acquisitions, with an emphasis on structures involving alternative entities, and the delivery of third-party legal opinions in connection with the full spectrum of Delaware contracts. He works with private equity, hedge and mutual funds in connection with their formation and operation. He also regularly represents sponsors and conflicts committees of master limited partnerships. For more, visit his bio at https://www.morrisnichols.com/lawyers-louis-g-hering.

Megan Ward Cascio

A partner at Morris Nichols, Megan’s practice focuses on corporate and commercial litigation in the Delaware Court of Chancery. She represents clients as both lead and co-counsel in a wide range of matters including shareholder disputes, derivative actions, breach of fiduciary duty lawsuits, disputes resulting from mergers and acquisitions and proxy contests, as well as trade secret disputes. Megan also has significant experience representing clients in litigations regarding alternative entities, including limited liability companies, limited partnerships, master limited partnerships and statutory trusts. In addition, she advises corporate boards of directors and special committees concerning transactional and litigation issues including representations of special negotiating committees, demand review committees and special litigation committees. For more, visit her bio at https://www.morrisnichols.com/lawyers-megan-ward-cascio.

Melissa A. DiVincenzo

Morris Nichols partner Melissa DiVincenzo provides advice on corporate governance matters and private and public corporate transactions, including initial public offerings, mergers, asset sales, domestications, dissolutions and financing transactions. Clients look to Melissa for specialized knowledge of Delaware law when structuring transactions and confronting complex or novel corporate issues. Her work also involves guiding Delaware corporations on the requirements of the Delaware General Corporation Law (“DGCL”), counseling boards of directors and board committees with respect to fiduciary duties, and providing formal legal opinions on issues of Delaware law. Melissa has represented Fortune 500 companies, retailers, energy companies, agriculture and food businesses, technology companies, and many others on matters of Delaware law. For more, view her bio at https://www.morrisnichols.com/lawyers-melissa-a-divincenzo.

Patricia O. Vella

Morris Nichols partner Patricia Vella regularly provides advice on corporate governance matters and a variety of corporate transactions for publicly traded and privately held corporations. Patricia is often called upon to advise on mergers and acquisitions, financings, asset sales and other significant transactions. Her work includes structuring complex transactions and often involves counseling boards of directors and board committees on their fiduciary duties and the technical aspects of Delaware corporate law. She also provides formal legal opinions on issues involving Delaware corporate law. For more, visit her bio at https://www.morrisnichols.com/lawyers-patricia-o-vella.

R. Jason Russell

Morris Nichols partner Jason Russell focuses on limited liability company, partnership (including master limited partnerships (MLPs)) and statutory trust law. Jason represents clients in a broad range of commercial matters, including mergers, asset acquisitions, joint ventures, financings and bankruptcy related transactions, and prepares Delaware legal opinions in connection with these matters. Jason has also worked extensively in bank regulatory matters and unclaimed property audits, compliance and voluntary disclosure programs. Jason regularly represents private equity, hedge fund and mutual fund companies that organize investment funds as Delaware limited partnerships, limited liability companies and/or statutory trusts and assists these companies with other Delaware law matters. He has also advised numerous bank and other financial institutions with the organization, acquisition and disposition of banks and trust companies, including limited purpose trust companies. Jason helps clients resolve issues and accomplish transactions in a wide range of other commercial settings, including serving as Delaware counsel to MLPs. He drafts and negotiates credit and security documents; merger, asset sale and stock sale documents; and general commercial contracts. In connection with all of these types of matters, Jason has extensive experience in preparing Delaware legal opinions and has developed a focus in preparing legal opinions for new market tax credit transactions. As outside counsel, Jason has advised dozens of companies, including many Fortune 500 companies, in connection with unclaimed property issues. He has represented clients across a broad range of industries in audits, voluntary disclosure programs and compliance matters. For more, visit his bio at https://www.morrisnichols.com/lawyers-r-jason-russell.

R. Judson Scaggs, Jr.

For 30 years, Morris Nichols partner RJ Scaggs has concentrated his practice on the litigation of corporate law issues and business disputes. He defends corporate directors against breach of fiduciary duty claims and litigates challenges to mergers, acquisitions, recapitalizations and other strategic corporate transactions. His case load over the years has included numerous class and derivative matters as well as a variety of corporate and alternative entity (partnerships, limited liability companies, limited liability partnerships) disputes, including actions seeking inspection of books and records, indemnification of officers and directors, challenges to the election of directors, dissolution, liquidation, appointment of trustees and many others. R.J. also has extensive experience in litigation concerning technology and license agreements, trade secrets, interference with contractual relations and other business torts. He also has successful experience in administrative litigation related to regulatory matters, such as utility rate-making and environmental permitting. For more, visit his bio at https://www.morrisnichols.com/lawyers-r-judson-scaggs-jr.

S. Mark Hurd

Morris Nichols partner Mark Hurd frequently represents committees of independent directors, including Fortune 500 corporations incorporated outside Delaware, in responding to stockholder demands and derivative litigation. As a co-author of Special Committees of Independent Directors, Mark is often asked to assist special committees in responding to demands relating to wide-ranging allegations, including insider trading, violations of the Foreign Corrupt Practices Act, failure of oversight, related party transactions, and improper executive compensation. Mark has assisted clients in successfully defending stockholder claims challenging going private litigation, including among others, the acquisition of Dell, Inc. He has successfully represented clients in statutory actions relating to the governance and valuation of Delaware corporations and regularly provides advice regarding advancement and indemnification obligations under Delaware law.In addition to his active corporate and business litigation practice, Mark serves as Morris Nichols’ General Counsel. For more, visit his bio at https://www.morrisnichols.com/lawyers-s-mark-hurd.

Sara Gelsinger

Sara advises limited partnerships, limited liability companies and statutory trusts on matters of Delaware law. She works with private equity and venture capital funds and other private and public LLCs, limited partnerships and statutory trusts on strategic transactions, including acquisitions, sales, reorganizations and internal restructurings. Her clients include global investment firms, multi-national companies, growth-stage companies and start-ups. Sara also advises alternative entities on equity and debt financings and, in that capacity, she has advised many clients on complex subscription secured facilities. Sara frequently works with other domestic firms to provide advice on matters of Delaware law. She also advises Delaware entities involved in cross-border deals. For more, visit her bio at https://www.morrisnichols.com/lawyers-sara-a-gelsinger.

Susan Wood Waesco

A partner at Morris Nichols, Susan’s practice focuses on proceedings in the Delaware Court of Chancery and the Delaware Supreme Court arising under the Delaware General Corporation Law, including litigation involving corporate mergers and acquisitions and shareholder class and derivative actions. She also represents national and regional clients in complex business disputes pending in the Delaware Superior Court and the Delaware District Court. Susan has substantial experience working on a variety of cases involving important issues of Delaware law, including M&A class action litigation, derivative litigation, corporate governance disputes, demands for books and records, dissolution proceedings, and other complex commercial disputes. Susan also regularly advises corporate boards of directors and special committees, including demand review committees. For more, visit her bio at https://www.morrisnichols.com/lawyers-susan-wood-waesco.

Tarik J. Haskins

Tarik’s practice covers a range of commercial transactions including mergers and acquisitions, secured financings, joint ventures, securitization and business counseling. Tarik also provides alternative-entity related advice in the context of transaction and alternative entity litigation. Tarik also focuses on organizational and operational issues related to limited liability companies, limited partnerships and statutory trusts. In addition, he regularly represents sponsors and conflicts committees of master limited partnerships (“MLPs”). He is involved in the preparation of third-party legal opinions in connection with a range of transactional matters, and he regularly counsels other attorneys domestically and internationally on matters relating to Delaware partnerships, limited liability companies and statutory trusts. For more, visit his bio at https://www.morrisnichols.com/lawyers-tarik-j-haskins.

Thomas W. Briggs Jr.

A partner at Morris Nichols, Tom represents national and regional clients in business disputes and trust litigation matters before the Delaware Court of Chancery, Delaware Superior Court and Delaware Supreme Court, as well as the federal courts of Delaware and courts in other jurisdictions. In his corporate litigation practice, Tom focuses on matters arising out of corporate governance, mergers and acquisitions, shareholder class and derivative actions and appraisal disputes. He has represented numerous companies in M&A-related actions concerning the enforcement of merger agreements and post-closing litigation. Tom also regularly counsels and represents both corporate and individual clients in connection with advancement and indemnification rights, and regularly handles control disputes and requests for companies’ books and records. In addition to appearing before the state and federal courts of Delaware, Tom often works with boards of directors and special committees advising on both transactional issues, including defensive mechanisms, and litigation matters. For more, visit his bio at https://www.morrisnichols.com/lawyers-briggs-jr-thomas-w.

William M. Lafferty

Morris Nichols partner Bill Lafferty has spent more than 30 years focusing on Delaware corporate and commercial litigation, with an emphasis on cases involving mergers and acquisitions, proxy contests and consent solicitations, and shareholder class and derivative actions. His litigation practice concentrates on cases pending in the Delaware Court of Chancery and Delaware Supreme Court as well as matters in the federal court both in Delaware and in other jurisdictions. He also advises corporate clients and boards of directors with respect to litigation and transactional matters including representations of special negotiating committees, shareholder demand review committees, and special litigation committees. Bill has acted as lead or co-counsel in numerous significant litigations involving Delaware corporate law issues. He also has represented numerous private equity firms in litigations in Delaware arising from M&A transactions and a number of investment banks in transactional matters and litigation. For more, visit his bio at https://www.mnat.com/attorneys/william-m-lafferty.

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