
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.
In addition, Dan counsels corporations on the technical requirements of the Delaware General Corporation Law (DGCL). Drawing on that experience, Dan has guided hundreds of corporations through Delaware’s statutory ratification process under Section 204 of the DGCL and has provided corporate related advice in several of the key cases involving application of Delaware’s validation procedures before the Court of Chancery under Section 205 of the DGCL.
Dan has been recognized by The Legal 500 US for his M&A corporate and commercial Delaware counsel work and selected for inclusion in The Best Lawyers in America for corporate law. A frequent writer on Delaware corporate law, Dan is the lead editor of the treatise Drexler, Black and Sparks, Delaware Corporation Law and Practice and is the author of the Bloomberg BNA Corporate Practice Series Portfolio The Delaware Corporation: Legal Aspects of Organization and Operation.
News & Insights
- Client Alert, 05.13.2025
Delaware, the corporate home of a majority of US public companies and venture-backed private companies, has adopted important amendments to the Delaware General Corporation Law (DGCL) to provide additional protection and clarity for boards of directors and controlling stockholders. This client alert summarizes the changes which took effect on March 25, 2025 and apply retroactively to all acts and transactions, including demands to inspect books and records, unless legal proceedings were already commenced on or before February 17, 2025.
Professional & Civic
American Bar Association (Business Law Section)
Delaware State Bar Association
Society for Corporate Governance
Education
William & Mary Law School, JD, Order of the Coif, 2009
The William and Mary Bill of Rights Journal, Senior Articles Editor, 2008-2009; Member, 2007-2008
Pennsylvania State University, BA, Classics, Phi Beta Kappa, with high distinction, 2005
Admissions
- Delaware, 2009
Dan is the author of the Bloomberg BNA Portfolio The Delaware Corporation: Legal Aspects of Organization and Operation.