Corporate/M&A & Alternative Entities: Delaware

THE FIRM This highly regarded firm's corporate team has long established itself as one of the leaders in the market. It handles a comprehensive range of governance and transactional issues, covering M&A, spin-off, financing and alternative entities advice. It also regularly serves as special Delaware counsel; clients particularly appreciate its expertise in situations involving potential conflicts of interest and fiduciary duty issues. Recent highlights include acting as local counsel on Berkshire Hathaway's $44 billion acquisition of Burlington Northern.

Sources Say: "A highly active firm that is regularly involved in the state's most significant work. Clients can rest assured that they will receive only the most experienced advice from this group."

KEY INDIVIDUALS Frederick Alexander has played a key role in an impressive range of cases over the last year. His highlights include representing Baker Hughes in its $5.5 billion acquisition of BJ Services; he also acted as local counsel to Encore in its sale to Denby Resources. Louis Hering is lauded for his "wonderful insight" into M&A, with an emphasis on structures involving alternative entities. Clients also appreciate the strength of his negotiation skills, commenting that "he's fantastic at maintaining a levelheaded approach throughout even the most stressful situations." Gilchrist Sparks is acclaimed as "an incredibly smart and well-known practitioner who is one of the deans of the corporate Bar." He concentrates on litigation and counseling arising from M&A transactions and governance disputes. Walter Tuthill is praised for "taking a wonderfully creative approach to problems - he's very effective at finding solutions." He remains an active participant in the firm's M&A and alternative entity practices. John Johnston offers local law expertise as well as advising on governance issues, merger negotiations and structured finance matters. The incredibly highly regarded senior statesman Lewis Black continues to act for the firm in an advisory capacity.

THE FIRM This team has long held a well-deserved position among Delaware's elite for corporate and M&A matters. It offers expertise across a wide range of issues, including state-specific corporate law, mergers, asset sales and recapitalizations. Barclays, DuPont, Goldman Sachs, Google, Sears Holdings, T-Mobile and TEPPCO are some of the firm's notable clients.

Sources say: "An incredibly good firm that can be relied upon for its solid and consistent advice."

KEY INDIVIDUALS Michael Goldman is particularly well versed in matters concerning the fiduciary relationship between Delaware business entities and their owners or managers. This expertise is typified by his recent representation of a committee of independent directors of Pepsi Bottling Group in connection with an unsolicited takeover proposal by PepsiCo. Founding partner Scott Waxman is chair of the firm's structured finance and alternative entity practice, and enjoys a stellar reputation. Clients regularly turn to Mark Morton for advice on all aspects of the Delaware General Corporation Law, governance issues and fiduciary obligations. Michael Tumas chairs the corporate group; he concentrates on M&A, internal governance and commercial transactions. He impresses peers with his "finely tuned" work, which has recently included acting as local counsel for Liberty Media in the Liberty Entertainment split-off. Eric Feldman is lauded as "a highly analytical attorney," with particular expertise in alternative entities. John Grossbauer regularly advises public and private corporations on specific Delaware law. Market sources are impressed with “his flexible, practical and affable approach to work.” Nicholas Froio is identified for his expertise in alternative entities. Interviewees agree that he is "a very astute and responsive lawyer. He doesn't just stop at pointing out a problem, but finds good resolutions as well."

THE FIRM This major Delaware firm has separate corporate and alternative entity teams; it is renowned as a standout player for the vast breadth of work that it handles.

Sources Say: "The firm has an excellent reputation for the quality of its advice, and a huge stable of attorneys for clients to draw on."

THE FIRM Bernard Kelley is “an unbelievably intelligent practitioner with a fantastic temperament." In addition, "he's excellent from an analytical point of view." Transactional matters involving alternative entities are his forte. Head of the alternative entities practice Paul Altman is lauded as a "thoughtful and perceptive attorney who is more than capable of handling the technically complex work." He has specific expertise in private equity fund formation. Donald Bussard is hailed as a leading name in Delaware for his work on behalf of corporations, directors and board committees. He handles M&A, recapitalization, stock issuance, stockholders’ meetings and corporate governance matters. William Haubert is praised for his "careful and tenacious" approach to transactional matters that involve Delaware law and special committees. Mark Gentile focuses mainly on transactional work such as M&A, divestitures, recapitalizations and corporate governance issues for corporations, officers and directors. Interviewees commend James Leyden for his expert handling of a wide variety of matters involving alternative entities. Clients identify Eric Mazie as “a smart, knowledgeable and wonderful corporate lawyer.” He is particularly talented on the trusts side. Firm president Stephen Bigler is held in high regard for his knowledge of state law, and he regularly counsels corporations. Gregory Ladner is described as a “bright and thoughtful attorney who is especially great on the transactional side.” Mark Purpura maintains a varied practice that covers a combination of complex transactions, including banking, trust and insurance matters. Srinivas Raju is particularly praised for the quality of his fiduciary duties practice; his clients include a range of corporate boards and managers. Franklin Balotti advises on Delaware corporate law such as fiduciary duties, corporate control disputes and extraordinary transactions. Jesse Finkelstein provides corporate governance, transactional, M&A and control dispute advice to clients. He represents both corporate and individual clients in complex or high-stakes litigation. The dynamic Doneene Keemer Damon is identified for her expertise in statutory trusts.

THE FIRM The Delaware-based team of this global giant offers clients a fantastic depth of resources, advising on the full range of corporate and transactional matters; these include M&A, financing, governance and private equity investments. It also regularly handles Delaware-specific matters.

Sources Say: "This team more than lives up to Skadden's excellent firmwide reputation."

KEY INDIVIDUALS Robert Pincus heads the Delaware corporate team. His varied practice covers M&A, private equity investments, unsolicited takeovers and restructurings. Sources praise his thorough approach, agreeing that he "really knows his way around Delaware corporate law." He recently represented Applera Corporation in connection with the split-off of its diagnostics and medical testing business, Celera Group, into a separate publicly traded company. Steven Daniels is identified as "an articulate and efficient draftsman who is also extremely knowledgable about state-applicable laws." He has been handling JLL Partners' approximately $250 million acquisition of PharmaNet Development Group.

THE FIRM This large and well-established Delaware firm's corporate and M&A team provides clients with fantastic depth of experience in both transactional and litigation work. In addition to guiding clients through takeover battles and dissident stockholder situations, it handles alternate entity matters and contests for corporate control.

Sources Say: "This team is highly recommended for its responsive and cost-effective approach."

KEY INDIVIDUALS David McBride is renowned for his excellent skills in the corporate transactional arena and beyond. Interviewees agree that he is a "highly experienced and well-respected lawyer who always represents his clients incredibly well." Norman Powell is highlighted as a thorough and user-friendly attorney; he particularly impresses when advising Delaware entities on structured finance issues. 

THE FIRM This group specializes in advising national and international companies on the Delaware-specific law that affects clients' larger transactions. Particular areas of expertise include formation, authorization and enforceability issues surrounding alternative entities. Accenture, National Trust Community Investment and The Bureau of National Affairs are a few of its current notable clients.

KEY INDIVIDUALS Ellisa Habbart is "really making her mark in bringing Delaware alternative entity law to the forefront." Her work highlights include advising SunTrust Delaware Trust on state law issues.

THE FIRM The firm is best known for business litigation in the Court of Chancery, although it regularly handles transactional work as well. This includes a range of M&A, defensive planning, recapitalization and liquidation matters. Its client base encompasses investors, public companies and alternative entities.

KEY INDIVIDUALS Clients appreciate Thomas Mullen's willingness to "really get stuck in and roll his sleeves up" in complex corporate transactions. John Small is well regarded in Delaware for the wealth of his expertise; he has over 35 years' experience in the area. He mainly advises Delaware corporations and alternative entities on transactions and litigation. 

THE FIRM This team continues to flourish in its work on behalf of public companies and alternative entities. It regularly acts as Delaware counsel to a range of lenders, borrowers, investors, managers, trustees and other parties in business transactions.

KEY INDIVIDUALS Robert Symonds's practice is split between financial transactions and general business deals that involve alternative entities. Interviewees commend him as "a truly impressive presence," adding that "clients never fail to appreciate his responsiveness and his substantive knowledge base." Matthew O'Toole is famed for his "valuable and thoughtful input." He is particularly well regarded for his work on the structure and use of Delaware business entities.