Corporate Governance
PDFMorris 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.
Stockholder Activism
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.
News
- Speaking Engagement, 11.02.2026 through 11.04.2026
Kyle Pinder speaks on a corporate governance panel on November 2.

- Firm News, 10.19.2026
Matt Darby has been invited to join the firm partnership, effective January 1, 2027.
- Media Mention, 08.20.2026
The annual peer-reviewed guide recognized Morris Nichols attorneys across a range of practice areas.
- Speaking Engagement, Nashville, TN, 07.07.2026 through 07.10.2026
Kyle Pinder serves as a panelist at this National Conference in Nashville.
- Speaking Engagement, San Francisco, CA, 04.23.2026
John DiTomo speaks on a panel discussion of recent Delaware corporate law developments.
- Speaking Engagement, Wilmington, DE, 12.11.2025
Kyle Pinder speaks in a panel discussion on shareholder proposal rule.
- Webinar, Virtual, 11.14.2025
Kyle Pinder serves as a panelist at the University of North Carolina School of Law’s 2025 Dan K. Moore Program in Ethics.
- Speaking Engagement, New York | Virtual, 11.05.2025 through 11.07.2025
Eric Klinger-Wilensky moderates a panel on Delaware corporate law developments.
- Webinar, Virtual, 11.04.2025
Kyle Pinder joins a Council of Institutional Investors webinar discussion on the intersection of shareholder proposal regulations and state corporate laws.
- Speaking Engagement, Nashville, TN, 10.22.2025 through 10.24.2025
Jeff Wolters speaks at the 2025 VCGC Conference in Nashville, where he co-presents a mainstage panel on recent developments in Delaware law impacting venture capital fund governance, entity structures, and regulatory exposure.
- Speaking Engagement, New York City | Virtual, 10.17.2025
Kyle Pinder co-chairs PLI’s Shareholder Activism 2025 half-day program, offering insights on activism trends, preparedness strategies, and Delaware case law developments.
- Media Mention, 08.21.2025
Forty Morris Nichols attorneys were included in The Best Lawyers in America 2026. Four partners were noted as “Lawyer of the Year.”
- Webinar, Virtual, 06.18.2025
Corporate counseling partner Eric Klinger-Wilensky joins Gibson Dunn to present a webinar on important changes to Delaware and Texas corporate law.
- Webinar, Virtual, 04.29.2025
Eric Klinger-Wilensky joined a panel discussion of the 2025 amendments to the Delaware General Corporation Law (DCGL) and potential impacts to dealmaking and corporate governance practice.
- Speaking Engagement, New York, NY | Virtual, 03.27.2025
Dan Matthews serves as program faculty and co-presents the concluding session, “Crisis Management, Tough Judgment Calls and Legal Ethics Considerations in Representing Emerging Growth Companies.”
- Webinar, Virtual, 03.05.2025
Kyle Pinder speaks on a webcast presented by TheCorporateCounsel.net.
- Speaking Engagement, Newark, DE, 02.13.2025
Bill Lafferty participates in a high-level discussion exploring how directors can fulfill their duties effectively amid a landscape of shifting expectations.
- Speaking Engagement, New York, NY | Virtual, 11.25.2024
Bill Lafferty serves as program faculty and co-presents the morning session, “Delaware Spotlight: What Boards Need to know.”
- Speaking Engagement, Washington, DC, 10.25.2024
Tricia Vella speaks on the afternoon panel, “Evolving Expectations in Director & Officer Oversight.”
- Firm News, 10.15.2024
Melissa A. DiVincenzo has been elected to the American College of Governance Counsel 2024 Class of Fellows.
- Media Mention, 08.15.2024
The Best Lawyers in America has released its 2025 edition listing 39 attorneys from Morris Nichols. The results are based on peer-review evaluations from more than 160,000 eligible attorneys.
- Speaking Engagement, New York, NY | Boston, MA | Virtual, 11.06 to 11.08.2023
Patricia Vella moderates a panel on “Delaware Developments: The Latest from the First State.”
- Firm News, 11.02.2023
The 2024 edition of Best Law Firms® ranks Morris Nichols in 20 Delaware practice areas.
- Speaking Engagement, Virtual, 10.27.2023
Corporate counseling partner Patricia Vella joins the Society for Corporate Governance’s Northern California, Nevada & Hawaii Chapter for their monthly Roundtable Series.
- Firm News, 10.26.2023
Alexandra Cumings and Kyle Pinder have been invited to join the firm partnership, effective January 1, 2024, and Elizabeth Mullin will be promoted to special counsel.
- Event, Newark, Del., 10.12.2023
Patricia Vella is programming co-chair of the 2023 Delaware Governance Institute.
- Media Mention, 08.17.2023
The Best Lawyers in America has released its 2024 edition, listing 39 attorneys from Morris Nichols. The results are based on peer-review evaluations from more than 76,000 eligible attorneys.
- Speaking Engagement, Salt Lake City, UT, 06.20.2023 through 06.23.2023
Patricia Vella will serve as program faculty and speak on the June 21 session, “Recent Delaware Law Happenings.”
- Media Mention, 04.12.2023
Morris Nichols partner Patricia O. Vella has been elected Vice Chair of the Ameican College of Governance Counsel.
- Speaking Engagement, New York, NY | Virtual, 04.11.2023
Eric Klinger-Wilensky will moderate the panel, “Hot Topics for Boards and Directors.”
- Media Mention, 11.03.2022
Morris Nichols was selected for inclusion in a range of Delaware business law categories including corporate law and transactions; bankruptcy and reorganizations; and M&A, IP and patent litigation.
- Media Mention, 08.18.2022
The Best Lawyers in America has released its 2023 edition, listing 35 attorneys from Morris Nichols. The results are based on peer-review evaluations from more than 71,000 eligible attorneys.
- Media Mention, 06.08.2022
Morris Nichols was again ranked in The Legal 500 US, a nationwide guide to the foremost law firms in the United States.
- Media Mention, 11.04.2021
The 2022 edition of U.S. News - Best Lawyers “Best Law Firms” ranks Delaware law firm Morris Nichols in 25 areas.
- Media Mention, 08.19.2021
The Best Lawyers in America has released its 2022 edition, listing thirty-two attorneys from Morris Nichols. The results are based on peer-review evaluations from more than 66,000 eligible attorneys.
- Speaking Engagement, Virtual, 06.30.2021
On June 30, Morris Nichols partner Patricia Vella will speak in the session on “Delaware Law & Litigation Developments.”
- Speaking Engagement, Webinar, 04.28.2021
Morris Nichols partner Melissa DiVincenzo speaks in a webinar focusing on benefit corporations and corporate governance.
- Speaking Engagement, Virtual, 11.17.2020
Morris Nichols partners, Jason Russell and Jim Honaker, will serve as presenters. Jason will speak on “Recent Developments in Unclaimed Property in Delaware.” Jim will present the session “Recent Statutory Amendments to the DGCL.”
- 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.
- Firm News, 04.23.2020
Insights
- Publication, Michigan Business & Entrepreneurial Law Review, 2026
Morris Nichols attorney Kyle Pinder examines the potential sources of an inherent precatory proposal right and concludes that Delaware law does not provide such a right.
- Podcast, TheCorporateCounsel.net, 12.31.2025
Morris Nichols partner Kyle Pinder joined TheCorporateCounsel.net’s “Timely Takes Podcast” to discuss precatory stockholder proposals under Delaware law.
- Podcast, Shareholder Primacy, 11.19.2025
Kyle Pinder joined the co-host of the Shareholder Primary podcast to discuss the core conclusions of his forthcoming research paper, “The Non-Binding Bind: Reframing Precatory Stockholder Proposals under Delaware Law.”
- Client Alert, 10.03.2025
Morris Nichols partner Kyle Pinder, along with Cleary Gottlieb partners J.T. Ho and Helena K. Grannis, co-authored this article.
- Article, 09.09.2025
Morris Nichols attorney Kyle Pinder has a forthcoming article examining the potential sources of an inherent precatory proposal right.
- Article, The Corporate Governance Advisor, July/August 2025
Eric Klinger-Wilensky, John DiTomo, and Kyle Pinder authored an article in The Corporate Governance Advisor analyzing the 2025 amendments to the Delaware General Corporation Law and their role in strengthening Delaware’s status as the premier jurisdiction for corporations.
- 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.
- Podcast, TheCorporateCounsel.net, 08.23.2024
Kyle Pinder joins the new podcast series “Understanding Activism with John & J.T.” to discuss recent challenges to advance notice bylaws and the implications of Kellner v. AIM Immunotech.
- Article, Weil Private Equity Sponsor Sync newsletter, Spring 2024
Bill Lafferty and Eric Klinger-Wilensky co-authored an article on recent Delaware law updates.
- Article, The Corporate Governance Advisor, 03.2024
Corporate counseling partner Kyle Pinder recently authored an article in The Corporate Governance Advisor discussing four possible approaches when crafting forum selection, or exclusive forum, provisions requiring certain claims to be brought in a specific court or courts.
- 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.
- Client 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, 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)
- Article, 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)