Morris Nichols works closely with counsel and boards of directors on cutting edge corporate governance practices. We advise on the drafting and interpretation of corporate governing documents, including on how those documents impact board and committee structure and composition; board processes, including compliance with duties to maintain an adequate corporate information and reporting system; director liability, including indemnification and advancement rights; takeover defense; director and officer compensation; and everyday aspects of corporate governance for publicly traded and privately held corporations.
Contests for Corporate Control
We also have substantial experience handling matters involving proxy contests and other contests for corporate control. We provide advice on a diverse range of issues including compliance with a corporation’s advance notice bylaws; implementation of stockholder rights plans (also known as “poison pills”); the strengths and weaknesses of takeover defenses such as classified boards; actions by written consent and at stockholder meetings; and Delaware fiduciary duty law regarding “defensive actions”. In this capacity, we work closely with other advisors such as proxy solicitors and investor relation professionals, recognizing that these situations often involve a team effort.
Our lawyers work with boards of directors to develop legal strategies in response to actions taken by activist stockholders, including demands for certain actions by the board, as well as litigation initiated by activists. We also have substantial experience representing stockholders, including providing advice on how to comply with a corporation’s advance notice bylaws; the implications of selecting stockholder-affiliated nominees to a board; and negotiating agreements relating to a proxy contest.
Public Benefits Corporation Governance
Morris Nichols is well-versed in the nuances of the Delaware benefit corporation law. Our attorneys advise clients setting up Public Benefits Corporations and provide guidance relating to their operation. In addition, we provide counseling on Public Benefits Corporation alternatives that can achieve a similar model in a limited liability company or limited liability partnership.
- Morris Nichols Ranked in Twenty-Six Practice Areas in 2021 U.S. News - Best Lawyers “Best Law Firms”Firm News, 11.05.2020
Morris Nichols was selected for inclusion in a range of Delaware business law areas, listed below, as well as a national tier for “Litigation – Mergers & Acquisitions.” The rankings are based on a combination of client feedback, survey responses, and peer review.
- Speaking Engagement, Virtual, 10.07.2020
- 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.
- 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
- 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.
- Client Alert, 04.16.2020
As COVID-19 continues to affect the legal community and the world in various ways, Delaware courts and state agencies have issued orders concerning COVID-19 measures. Here, we have consolidated key Delaware law resources on the unfolding situation. Our attorneys are committed to serving our clients through this challenging time.
- Delaware Governor Modifies State of Emergency Declaration to Address Annual Meetings of StockholdersClient Alert, 04.07.2020
In light of the health risks posed by COVID-19, on April 6, 2020, Delaware Governor John C. Carney issued a modification of Delaware’s state of emergency first declared on March 12, 2020, to provide some flexibility to Delaware public corporations that have already sent notice of meetings to be held at a physical location.
- Delaware Supreme Court Holds Federal Forum Selection Provisions for Claims Arising Under the Securities Act of 1933 Are Facially ValidClient Alert, 03.25.2020
The Delaware Supreme Court issued an important opinion holding that federal forum selection provisions adopted by Delaware corporations requiring that stockholders file actions arising under the Securities Act of 1933 (1933 Act) in federal court - and not state court - are facially valid.
- Client Alert, 03.19.2020
COVID-19’s disruption to the economy has prompted a number of questions from Delaware corporations about their ability to preserve capital if they have already declared a cash dividend. This memo, released jointly by the Delaware firms listed at the bottom, addresses some of the issues a board of a Delaware corporation might consider in such circumstances.
- Publication, 09.04.2019
Understanding and Optimizing Delaware’s Benefit Corporation Governance Model
- Morris Nichols Partner Patricia Vella Serves as Editor of New Governance Handbook on “The Role of Directors in M&A Transactions”Publication, American Bar Association, 05.07.2019
The American Bar Association Business Law Section has published a new book titled, The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors. Morris Nichols partner Patricia O. Vella is one of four editors of the Handbook that gives directors, management, and legal and financial advisors a framework for providing effective oversight of merger and acquisition deals.
- Article, 03.01.2012
Jeffrey R. Wolters, Tom Kellerman, “Corporate Governance for Venture-Backed Companies,” The Review of Securities & Commodities Regulation (March 2012)
- 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)
- Stockholders in Corporate Governance: Power to the Franchise or the Fiduciaries?: An Analysis of the Limits on Stockholder Activist BylawsArticle, 01.01.2008
Frederick H. Alexander, James D. Honaker, “Stockholders in Corporate Governance: Power to the Franchise or the Fiduciaries?: An Analysis of the Limits on Stockholder Activist Bylaws,” Delaware Journal of Corporate Law, Vol. 33 (2008)