Eric S. Klinger-Wilensky
Eric counsels corporations and special committees in the context of potential transactions; aids corporations and investors in structuring capital investments; and advises generally on corporate governance issues. He also provides corporate-related advice in the context of transaction and governance litigation.
Eric has been involved in a number of precedent-setting M&A and other corporate cases decided by the Delaware courts over the past fifteen years, including: Akorn, Inc. v. Fresenius Kabi AG (litigation regarding the existence of a material adverse effect and other contractual provisions dealing with deal conditionality); Third Point LLC v. Ruprecht (addressing use of poison pill in response to activist proxy contest); C&J Energy Services, Inc. v. City of Miami General Employees’ and Sanitation Employees’ Retirement Trust (opinion on directors’ so-called “Revlon” duties in a sale of the company); Air Products & Chemicals, Inc. v. Airgas, Inc. (addressing use of poison pill to thwart hostile bid); and eBay Domestic Holdings, Inc. v. Newmark (ordering the invalidation of a poison pill and dilutive issuance of stock).
Eric is actively involved in both the national corporate legal community and the local Delaware legal community. At the national level, he is the former chair of the American Bar Association (ABA) Section of Business Law Private Equity and Venture Capital Committee, and the co-chair of the ABA Section of Business Law Mergers and Acquisitions Committee Task Force on Two-Step Transactions. In his role as Two-Step Task Force co-chair, he co-edited the ABA’s Model Tender Offer Agreement treatise published in 2020. He often speaks to state and local bar associations on developments in Delaware law, including the Georgia Bar Association, the Minnesota State Bar Association, the New York City Bar Association Corporation Law Committee and the Boston Bar Association.
Within Delaware, at the request of two successive Chief Justices of the Delaware Supreme Court, Eric served as a member of the Permanent Advisory Committee on Supreme Court Rules and a committee of the Delaware Access to Justice Commission. In addition, he has repeatedly served on drafting committees of the Council of the Corporation Law Section of the Delaware State Bar Association, including serving as a lead drafter of legislation that ultimately became Section 251(h) of the Delaware General Corporation Law, which facilitated and led to an increase in the use of two-step mergers.
Eric is a Lecturer in Law at the University of Pennsylvania Law School, where he taught classes on M&A contract drafting and venture capital, and served on the Board of Trustees of the university’s Institute for Law and Economics. He also serves on the academic advisory board for Bloomberg Law’s Corporate Transactions product. He frequently speaks and writes on emerging issues in Delaware corporate law and serves as an editor of the Delaware Corporation Law and Practice annual publication.
News & Insights
- Morris Nichols Partner Eric Klinger-Wilensky Serves as Co-Editor of New ABA Publication: The Model Tender Offer AgreementPublication, American Bar Association, 01.29.2020
The American Bar Association (“ABA”) Business Law Section has published a new resource for M&A transaction planners entitled, The Model Tender Offer Agreement. Morris Nichols partner Eric S. Klinger-Wilensky co-edited the book with Michael G. O’Bryan of Morrison & Foerster LLP.
- Speaking Engagement, Virtual, April 19, 2021 through April 23, 2021
The American Bar Association hosts the Business Law Section virtual spring meeting from April 19-23, 2021. Three Morris Nichols partners will attend the conference as committee leaders and speakers, sharing insights on alternative entities, Delaware corporate law, fiduciary duties, and special purpose acquisition companies (SPACs).
- Article, Practical Law Corporate & Securities, 08.25.2020
Morris Nichols attorneys Eric Klinger-Wilensky and Melissa DiVincenzo published three guides on Delaware public benefit corporations for Practical Law Corporate & Securities.
- Firm News, 08.20.2020
Thirty-one Morris Nichols attorneys were recognized in the 2021 edition of The Best Lawyers in America. The results are based on peer-review evaluations from more than 67,000 eligible attorneys.
- Firm News, 06.10.2020
The Legal 500 United States today released its 2020 edition, ranking Morris, Nichols, Arsht & Tunnell LLP in its nationwide guide to the foremost law firms in the United States.
- Chambers USA 2020 Ranks Morris Nichols Band 1 in Four Delaware Practices; 24 Morris Nichols Attorneys Recognized Among Leading Delaware PractitionersFirm News, 04.23.2020
- Speaking Engagement, New York, New York, 03.06.2020
- Firm News, 04.15.2019
Wilmington, DE (April 15, 2019) - The Delaware HIV Consortium will recognize Morris, Nichols, Arsht & Tunnell LLP partner Eric S. Klinger-Wilensky at the 15th Annual WOW Awards Gala & Auction in Hockessin, Del. on Friday, April 26, 2019.
- Speaking Engagement, Atlanta, Georgia, 02.21.2019
- Speaking Engagement, Webinar, 01.10.2019
- Article, Insights: Mergers and Acquisitions, 06.2017
Whether a public company should engage in a “single-bidder” process is one of the most difficult questions a target public company’s board of directors must consider during the early stages of a transaction.
- Speaking Engagement, Philadelphia, Pennsylvania, 12.09.2016
- Firm News, 09.12.2016
Wilmington, DE (September 12, 2016) - Morris, Nichols, Arsht & Tunnell LLP partner Eric S. Klinger-Wilensky has been appointed chair of the American Bar Association’s Private Equity and Venture Capital Committee.
- Article, The Business Lawyer, Winter 2015
Instead of debating the merits of the outcome in Rural/Metro, this article begins from that outcome and contains our thoughts on the drafting and implementation of financial advisor engagement letters in a post-Rural/Metro world.
- Media Mention, Delaware Business Times, 08.11.2015
- Firm News, 07.15.2015
- Article, The CLS Blue Sky Blog, 06.17.2015
- Media Mention, The Deal, 06.12.2015
- Article, Financier Worldwide, 06.2015
It is important to consider how the indemnification regime will be enforced against stockholders of the seller corporation in a private corporation acquisition structured as a merger.
- Article, Law360, 05.28.2015
On May 4, 2015, the Delaware Court of Chancery issued an opinion in Quadrant Structured Products Co. Ltd. v. Vertin that provides important guidance to those counseling distressed Delaware corporations and their stakeholders.
- Two Morris Nichols Attorneys Announced As Winners of the 6th Annual 40 Under 40 Emerging Leader AwardsFirm News, 05.21.2015
- Article, Insights: The Corporate & Securities Advisor, 04.01.2015
- Article, Insights: The Corporate & Securities Advisor, 09.2014
Look-back on the use of new Section 251(h) of the Delaware General Corporation Law, which was designed to permit a simultaneous closing of the front-end tender offer or exchange offer and back-end merger in a two-step transaction.
- Delaware Third-Party Closing Opinions: An Outline on Basic Delaware Corporation and Limited Liability Company OpinionsPublication, PLI Legal Opinions in Business Transactions, 2014
- Article, 06.01.2012
James D. Honaker and Eric S. Klinger-Wilensky, members of the Morris Nichols Delaware Corporate Law Counseling Group, authored “Dividends, Redemptions and Stock Purchases” for Practical Law Company’s Practice Note series.
- Article, 01.01.2012
Morris Nichols attorneys Jeffrey R. Wolters, Patricia O. Vella, and Eric S. Klinger-Wilensky contributed three chapters to the 2012 edition of Corporate Attorney’s Practice Guide, published by Lexis Nexis.
- Article, 05.18.2009
Eric Klinger-Wilensky, “Corporate Governance Developments in a Recessionary Environment,” Securities Regulation & Law Report, Vol. 41, No. 20 (May 18, 2009)
- Article, 05.12.2008
Eric Klinger-Wilensky, “2007 Developments in Delaware Corporation Law,” Securities Regulation & Law Report, Vol. 40, No. 19 (May 12, 2008)
- 2006 Developments in Delaware Corporation Law on Directors: Good Faith, Duties in Zone of Insolvency, and Structuring DealsArticle, 03.26.2007
Eric Klinger-Wilensky, “2006 Developments in Delaware Corporation Law on Directors: Good Faith, Duties in Zone of Insolvency, and Structuring Deals,” 39 Securities Regulation & Law Report 476 (Mar. 26, 2007)
- A Contractarian Critique of the Theory of Auto-Limitation: The Fundamental Law of International RelationsArticle, 01.01.2002
Eric Klinger-Wilensky, “A Contractarian Critique of the Theory of Auto-Limitation: The Fundamental Law of International Relations,” 150 U. Pa. L. Rev. 2011 (2002)
Honors & Recognitions
Chambers USA, America’s Leading Lawyers for Business, listed in Delaware corporate M&A, 2016-2020
The Legal 500 US, mentioned in Delaware corporate counsel, 2015, 2017, 2019-2020
The Best Lawyers in America, included in Delaware corporate governance and mergers and acquisitions, 2016-2021, and corporate law, 2021
Delaware Super Lawyers, recognized in mergers and acquisitions, 2013-2019
Delaware HIV Consortium’s WOW Awards Celebration, named Corporate Awardee recognizing the contributions of community leaders and supporters working to improve the quality of life for people in Delaware living with HIV/AIDS, 2019
Professional & Civic
American Bar Association (Business Law Section, Private Equity and Venture Capital Committee (former chair), Mergers and Acquisitions Committee, Two- Step Merger Agreement Task Force (co-chair), Diversity Committee (LGBT Involvement Subcommittee, former vice chair))
Bloomberg Law: Corporate Transactions (Advisory Board)
Delaware State Bar Association (Corporation Law Section)
Gay and Lesbian Lawyers of Philadelphia (former chair)
University of Pennsylvania Institute for Law and Economics (former Board of Trustees member)
- Law Clerk to Chancellor William B. Chandler III and Vice Chancellor John W. Noble, Delaware Court of Chancery, 2003-2004
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
- Delaware, 2005
- New York, 2004