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Wilmington, DE

Matthew F. Davis

Potter Anderson & Corroon LLP


    Matthew F. Davis focuses his practice on business and corporate litigation in the Court of Chancery, where he litigates complex and often expedited matters. His experience includes litigation of breach of fiduciary duty actions, contests for corporate control, breach of contract claims, and statutory proceedings brought pursuant to Delaware’s General Corporation Law. Matthew also has experience in litigation related to limited liability companies and other alternative entities.
    Before joining the firm, Matthew was an attorney at Abrams & Bayliss (formerly Abrams & Laster) in Wilmington, Delaware. Prior to practicing law, Matthew was a tax consultant with Ernst & Young LLP. 
    Matthew is an active supporter and board member of the Ministry of Caring, an anti-poverty organization in Wilmington. He currently serves as president of the Mother Teresa House, which provides affordable housing for low-income men and women with HIV/AIDS, and as vice president of Sacred Heart Village, which serves low-income seniors.

    Representative Matters

    • Rent-A-Center in the successful defense of its termination of a $1.4 billion merger agreement with private equity firm Vintage Capital Management LLC. (Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., C.A. No. 2018-0927-SG (March 14, 2019) (Glasscock, V.C.))
    • Fresenius Kabi AG in its efforts to terminate a $4.8 billion merger agreement with Akorn Inc., resulting in a landmark ruling by the Delaware Court of Chancery, holding that Akorn had experienced a material adverse effect, justifying Fresenius’s termination of the agreement. The decision was affirmed by the Delaware Supreme Court. (Akorn, Inc. v. Fresenius Kabi AG, 2018 WL 4719347 (Del. Ch. Oct. 1, 2018), aff’d, 198 A.3d 724 (Del. 2018) (TABLE))
    • Alere Inc. in its litigation with Abbott Laboratories involving Abbott’s efforts to abandon their merger agreement, resulting in a settlement whereby Abbott agreed to close the $5.3 billion acquisition
    • Board of directors of Sotheby’s in expedited litigation regarding shareholder rights plan
    • Morgans Hotel Group Co. in expedited litigation regarding proposed recapitalization
    • Conflicts committee of board of directors of El Paso Pipeline GP Company, L.L.C. in unitholder litigation regarding drop down transactions from El Paso Corporation to El Paso Pipeline Partners, L.P.
    • Deere & Co. in commercial litigation regarding post-closing earn-out
    • Alon USA Energy, Inc. in advancement and indemnification litigation
    • New York-based private equity firm in expedited AAA arbitration with a primary portfolio company


    • How Process Flaws Can Rewrite Your Merger Agreement: Misconduct, Remedies and Del Monte
      • Deal Lawyers, March/April 2011
    • Catching Up on Top Up Options
      • INSIGHTS, Vol. 23, No. 1, January 2009

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