Delaware Corporate Litigation & Counseling:
The corporate litigation practice centers on litigation seeking injunctive and other equitable and compensatory relief, often on an expedited basis, in connection with disputed questions of internal corporate governance. These suits most frequently focus on the fiduciary obligations of care, loyalty, good faith and disclosure owed by directors and officers in the context of corporate acts and business combinations, including mergers, tender offers, sales of assets and proxy fights. The counseling practice also encompasses the many statutory summary proceedings authorized by the Delaware General Corporation Law (DGCL), as well as Delaware’s alternative entity statutes, and committed to the subject matter jurisdiction of the Delaware Court of Chancery, viewed by many as the most influential state tribunal in the nation. The practice includes transaction specialists retained to advise corporations and their directors with respect to a multitude of questions and interpretations – ranging from matters of day to day management to the interpretation of the DGCL in matters involving bylaw and charter amendments, annual meetings, indemnification obligations, stock sales and issuances, mergers and acquisitions, and dissolutions. The firm regularly acts as special Delaware counsel in nationally prominent mergers, acquisitions, tender offers, divestitures, spin-offs and other types of business transactions.
Structured Finance & Alternative Entities:
The structured finance and alternative entities practice focuses primarily on the use of alternative and special purpose business entities (partnerships, limited liability companies, statutory trusts and special purpose corporations) in a wide array of financings, including secured and unsecured financings, acquisition financings, asset-backed and structured financings, project financings, and bankruptcy-remote structures. The attorneys represent lenders, borrowers and other parties in the formation, utilization, termination and dissolution of all forms of alternative entities. The practice’s attorneys frequently render third-party legal opinions, which are relied upon by other parties to the transaction, by rating agencies such as Standard & Poor’s and Moody’s, and by governmental authorities such as the SEC. In the area of bankruptcy-remote transactions, Potter Anderson is one of only two Delaware law firms with a form of legal opinion approved by Standard & Poor’s.
Intellectual Property Litigation & Counseling:
Potter Anderson’s intellectual property practitioners provide services relating to patents, trademarks and copyrights, including preparation and prosecution of patent and trademark applications in the USPTO and preparation of legal opinions regarding intellectual property rights. Potter Anderson has long represented national and local clients in disputes regarding patents, trademarks, copyrights and trade secrets, particularly in the United States District Court for the District of Delaware.
Attorneys represent clients in a wide array of business and commercial litigation matters. For example, in insurance coverage litigation, the firm represents corporate policyholders in actions against their insurers for CGL, D&O, E&O, product hazard and other coverage. The firm also represents clients in litigation involving contract claims, product liability, the Uniform Commercial Code, antitrust, franchise and commercial lending.
Labor & Employment:
Labor and employment attorneys represent employers around the country in court and administrative proceedings involving employment discrimination and reverse discrimination claims, non-competition and trade secret controversies, and breach of employment contract claims. Potter Anderson also counsels employers on organized labor issues, workforce restructuring processes, internal investigations, and compliance with the numerous federal and state laws that govern the workplace.
Business & Commercial Law:
Potter Anderson provides advice to clients on a full range of legal issues arising from the formation and day-to-day operation of business organizations. Clients include both privately held and public companies with local, regional, national and international operations. The firm provides sophisticated corporate structuring and tax advice in a broad range of transactions, including business formations and choice of entity, mergers and acquisitions and financings.
Bankruptcy & Restructuring:
Potter Anderson represents both debtor and nondebtor entities in some of the largest Chapter 11 cases filed across the country. Non-debtor clients include official committees, institutional creditors, debtor-in-possession financiers, acquirers, shareholders, trustees and plan administrators. The firm takes a leading role for its clients in large and middle market bankruptcy cases in Delaware and on the national stage, and also partners as Delaware co-counsel with many preeminent bankruptcy firms. In addition, Potter Anderson assists clients in other restructuring areas, including out-ofcourt workouts, assignments for the benefit of creditors, state court dissolutions, receiverships and other secured transactions.
Clients: AT&T Inc.; Bank of America; Chrysler LLC; Citigroup Inc.; City of Wilmington; Daimler Trucks North America LLC.; E.I. du Pont de Nemours and Co.; El Paso Corporation; Exxon Corp.; General Motors Corp.; The Goldman Sachs Group, Inc.; Google; Hewlett- Packard Company; Intel Corporation; Kao Corporation; Morgan Stanley; The Nemours Foundation; NRG Energy; Norfolk Southern Corporation; Omnicare, Inc.; Philips Electronics Corporation of North America; Qualcomm Incorporated; State of Delaware; Tyson Foods, Inc.; Wal-Mart Stores, Inc.; The Walt Disney Company; Wells Fargo Bank N.A.; Winterthur Library and Museum.