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Wilmington, DE

Michael A. Pittenger

Potter Anderson & Corroon LLP


    Michael A. Pittenger advises clients regarding all aspects of the Delaware General Corporation Law and the governance of Delaware corporations. He routinely counsels corporations, directors, and board committees regarding transactions such as mergers, recapitalizations, reorganizations, asset sales, dividends, stock repurchases, charter and bylaw amendments, preferred stock designations, and dissolutions. Mike also authors opinion letters on a wide range of Delaware corporate law matters.

    Mike’s corporate litigation practice involves the representation of corporations, directors, and stockholders in fiduciary duty litigation, M&A and corporate takeover litigation, and statutory proceedings under the Delaware General Corporation Law. Mike is the co-author of Corporate and Commercial Practice in the Delaware Court of Chancery (Lexis Law Publishing). The work is recognized as a leading authority on Delaware corporate practice and has been cited by the Delaware courts in approximately 500 published opinions.

    Mike is an active member of both the Mergers and Acquisitions Committee and the Business and Corporate Litigation Committee of the American Bar Association, Section of Business Law. He previously served as co-chair of the Task Force on M&A Litigation, which is a joint task force of those two Committees, and as chair of the Indemnification and Insurance Subcommittee of the Business and Corporate Litigation Committee.

    In addition, Mike is a frequent speaker on Delaware corporate law and corporate litigation matters, including continuing legal education programs and programs sponsored by the American Bar Association.

    A longtime participant in firm committees and management, Mike is the practice group leader of Potter Anderson’s Transactions and Corporate Counseling Group and serves on the firm’s Executive Committee.

    Representative Matters

    Mike’s selected representations in M&A matters include:

    • Time Warner Inc. in connection with its sale to AT&T Inc.

    • General Mills, Inc. in its acquisition of Blue Buffalo Pet Products, Inc.

    • Alere, Inc. in connection with its acquisition by Abbott Laboratories

    • C&J Energy Services, Inc. in connection with its acquisition of the completion and production business of Nabors Industries Ltd.

    • Merck in its acquisition of Cubist Pharmaceuticals

    • Media General, Inc. in connection with its proposed merger with LIN Media LL

    • BBVA Compass Bancshares, Inc. in connection with its acquisition of Simple Finance Technology Corp.

    • GlobalLogic Holdings Inc. in connection with the acquisition of Global Logic by ODSA Topco Limited

    • Deltek, Inc. in its sale to affiliates of Thoma Bravo LLC

    • The special committee of the board of HUGHES Telematics in connection with the acquisition of HUGHES by Verizon Communications Inc.  

    Other special committee or independent director representations include representation of:

    • Conflicts committee of Blueknight Energy Partners, L.P. in connection with Ergon Inc.’s acquisition of Blueknight’s general partner and a related drop down transaction

    • Special Litigation Committee of Clear Channel Outdoor in connection with its evaluation of a derivative lawsuit, leading to a successful settlement

    • Transaction Committee of Knology, Inc. in connection with its sale to WideOpenWest

    • The non-management directors of Paetec in connection with the acquisition of Paetec by Windstream Corporation

    • The Audit, Conflicts and Governance Committee of Duncan Energy Partners L.P. in connection with its merger with wholly owned subsidiary of Enterprise Products Partners L.P

    Selected representations in litigation matters include:

    • 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

    • National Amusements and Shari Redstone in litigation with CBS over a proposed dilutive dividend

    • Stockholders of Fannie Mae and Freddie Mac in federal class action and derivative litigation challenging the implementation of a perpetual, “net worth sweep” dividend paid to the Department of Treasury

    • The Williams Companies and its directors in various stockholder lawsuits challenging Energy Transfer Equity, L.P.’s proposed acquisition of Williams and Williams’ abandonment of a roll-up merger with its master limited partnership

    • C&J Energy Services, Inc. and director defendants in stockholder litigation seeking to enjoin C&J’s acquisition of the completion and production business of Nabors Industries Ltd., resulting in a successful appeal to the Delaware Supreme Court (C&J Energy Serv’s., Inc. v. City of Miami Gen. Emps.’ & Sanitation Emps.’ Ret. Trust, 107 A.3d 1049 (Del. 2014))

    • Morgans Hotel Group Co. in expedited litigation regarding a proposed recapitalization

    • E.I. du Pont de Nemours and Company in stockholder derivative litigation asserting Caremark violations in connection with alleged patent violations

    • Barnes & Noble in litigation challenging its poison pill rights plan

    • Liberty Media in the successful defense of a split-off transaction challenged under the terms of an indenture

    • craigslist in its litigation with eBay concerning the implementation of defensive measures

    • David Sokol in derivative litigation against Berkshire Hathaway and the circumstances surrounding its acquisition of Lubrizol

    • Omnicare, Inc. in Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914 (Del. Supr. 2003)

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