Mark 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.

Mark lectures across the country on issues of corporate governance and litigation in the Delaware Court of Chancery.  He is a recognized leader in his field, top-ranked among Delaware Chancery practitioners in Chambers USA: America’s Leading Lawyers for Business and recognized in many other publications.

In addition to his active corporate and business litigation practice, Mark serves as Morris Nichols’ General Counsel.

Experience

Successfully represented the respondent in an appraisal trial before the Court of Chancery and on appeal to the Delaware Supreme Court in which it was determined that the merger transaction represented fair value, Brigade Leveraged Capital Fund Ltd. v. Stillwater Mining Company, C.A. No. 427, 219 (Del. Oct. 20, 2020).

Achieved dismissal of class action claims challenging the acquisition by SunCoke Energy Inc. of all the outstanding units of SunCoke Energy Partners, L.P. not already owned by it. In re SunCoke Energy Partners, L.P., C,A, No. 19-cv-693-CFC  (D. Del. Sept. 9, 2020).

Successfully represented Dr. Pepper Snapple Group Inc. and its directors in an action filed by stockholders asserting that appraisal rights should be available in connection with a sale of control to Keurig Green Mountain Inc. valued at approximately $21 billion.

Successfully represented the plaintiff on cross-motions for summary judgment regarding a novel issue of Delaware law regarding the obligation of defendant to pay plaintiff for shares of stock put to the defendant before a merger transaction.  QC Holdings, Inc. v. Allconnect, Inc., C.A. No. 2017-0715-JTL (Del. Ch. Aug. 28, 2018).

Successfully argued to the Delaware Supreme Court to reverse the denial of a motion to dismiss filed by the special committee of independent directors of Zhongpin Inc. in connection with a controlling stockholder transaction.

Served as lead counsel to Intervest Bancshares Corp. and its directors in successful defense and settlement of an action filed in the Supreme Court of the State of New York, County of New York, challenging the $230 million merger of Intervest with Bank of the Ozarks, Inc.

Successfully represented Lord Baltimore Capital Corporation in resisting claims by minority stockholders to compel a repurchase of company stock.

Successfully represented the special committee of Dell, Inc. in connection with stockholder challenges to the going-private acquisition of the company.

Successfully represented a group of limited partners in obtaining judicial confirmation that they had validly removed the managing partner of two Delaware limited partnerships.

Successfully represented a minority stockholder in appraisal litigation arising out of a cash-out merger in a privately-held beverage distribution company, resulting in a fair value award 2.5 times greater than the merger consideration.

Successfully defended two directors of The Walt Disney Company in derivative litigation challenging severance benefits paid to Michael Ovitz.

News & Insights

Honors & Recognitions

Chambers USA: Guide to America’s Leading Lawyers, ranked in Delaware Chancery, 2008-2021

The Legal 500 US, mentioned for M&A litigation, 2016-2020

Delaware Super Lawyers, listed in corporate and business litigation, 2011-2021

U.S. News & World Report/Best Lawyers, listed in Delaware commercial litigation, M&A litigation, corporate law and corporate governance law, 2010-2022

Professional & Civic

American Bar Association (Business Law Section (Committee on Business and Corporate Litigation), Litigation Section (Committee on Class Actions & Derivative Suits), and Professional Responsibility Committee)

Delaware State Bar Association (Corporation Law Section)

Clerkships

  • Law Clerk to the Honorable Murray M. Schwartz, US District Court for the District of Delaware, 1993-1994

Education

Georgetown University Law Center, JD, cum laude, 1993
Law and Policy in International Business, administrative editor and submissions council, 1992-1993
Legal Research and Writing Law Fellow, teaching assistant, 1991-1992

Georgetown University, BSFS, international commerce and finance, magna cum laude, 1990

Admissions

  • Delaware, 1994
  • New York, 1994
  • US District Court for the District of Delaware, 1995
  • US Court of Appeals for the Third Circuit, 1995

As a co-author of Special Committees of Independent Directors, Mark literally “wrote the book” on special committees. Chambers USA sources say he is an “Outstanding practitioner, very savvy, very vested in changes in the law, commercial in his thinking and two to three steps ahead of the game.”

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