Corporate Advisory and Governance


Richards Layton is recognized worldwide for our skill in counseling Delaware corporations and boards of directors in both ordinary and extraordinary corporate transactions and matters of corporate governance. We served as Delaware counsel on 32 deals valued at $100 million or more in 2019, more than any other Delaware firm—in fact, we’ve had the most high-value deals for more than 25 years running in Corporate Control Alert’s annual rankings.

Our advice is sought by national and international businesses and the law firms that represent them on their largest, most complex and novel transactions—where getting it wrong is not an option. Our in-depth knowledge, creativity, attention to detail and collaborative style foster trust and confidence from our clients and co-counsel. From local to international, large to small, our clients and the law firms that advise them seek out and benefit from the Richards Layton standard of excellence in Delaware corporate law matters.

In our role as Delaware counsel for major business and corporate transactions, Richards, Layton & Finger is well known for transactional breadth. In fact, we consistently are ranked by national surveys as the top Delaware-based law firm both in dollar volume and number of deals for business combinations, business restructurings and securities offerings. Large cap corporations, international law firms, growing mid-market and private companies, and top-tier investment banks and private investment groups all rely on Richards Layton to help them manage transaction risk related to Delaware law.

Transactional Expertise and Responsiveness
Clients acknowledge that one of our particular strengths is that we have experienced lawyers who can identify precise legal issues in transactions and who understand the nuances and intricacies of Delaware law. Richards Layton uses this focused approach to give our clients the relevant and responsive guidance they need. Because of the breadth of our transactional experience, we don’t have to research to familiarize ourselves with complex, outside-the-textbook issues at our clients’ expense. This enables us to provide thorough analysis and innovative solutions more quickly and cost-effectively than other firms.

Our depth of knowledge in Delaware law, proven track record and efficient cost structure are the reasons that we are the first choice for clients and leading law firms. We have shared goals. And because most of our advisory attorneys start their careers at and stay with Richards Layton as they develop areas of emphasis, our clients get comprehensive, consistent advice that supports long-term relationships built on trust and years of mutual understanding.

Finally, we do whatever it takes to meet a client’s deadline and goals. Clients know they can count on us 24-7 to help them with any problem.

An Integral Part of the Delaware Legal Landscape
Corporations as well as leading law firms and their clients turn to us for guidance on how Delaware law impacts their most significant and complex transactions. Our opinions and strategic counsel are trusted when the stakes are high, providing the needed assurance that transactions are properly structured and documented in accord with the Delaware General Corporation Law and the latest decisions of the Delaware courts. Richards Layton lawyers are recognized as leaders in helping to develop and interpret Delaware corporate law. We wrote a leading treatise on the state’s corporate law, The Delaware Law of Corporations and Business Organizations. Additionally, two members of our corporate department serve on the governing council of the Corporation Law Section of the Delaware State Bar Association, which is the source of annual amendments and revisions to the Delaware General Corporation Law.

Other firms may have Delaware offices, but Richards Layton has long been an integral part of the Delaware legal landscape. We understand the complexities and nuances of Delaware law and are intimately familiar with the state’s statutes, courts and judges. We hit the ground running and don’t need to reinvent the wheel. Offering more than just advice on what the law is, our lawyers apply the law in a practical way that gives clients reassurance, whatever the issue at hand.

Fiduciary Duties
Our lawyers counsel corporations, officers, directors, board committees and stockholders on their fiduciary duties in transactions and other matters of Delaware law. That includes a full range of complex issues:

  • Mergers, acquisitions, divestitures, joint ventures and other business combinations
  • Contested board of directors’ and stockholders’ meetings
  • Defensive provisions and their application in contested takeovers
  • Guidance on conducting internal investigations.
  • Guidance in navigating sustainability reporting procedures under the new Delaware statute.

We helped shape Delaware’s General Corporation Law, and our lawyers have argued many of the landmark cases arising under it in Chancery Court and the Delaware Supreme Court. Working with inside and outside counsel and boards of directors, our lawyers know the right questions to ask and the latest Delaware decisions to apply to corporate governance and compliance, director and officer liability, conflict of interest standards, and accuracy and completeness of proxy statements and other disclosure documents.

We also assisted in drafting Delaware’s Certificate of Adoption of Transparency and Sustainability Standards Act, and we have unique insight into compliance with the new Act and related fiduciary and governance considerations.

Transactional Breadth—Mergers and Acquisitions, Financings and More

Financing Transactions and Recapitalizations
Richards Layton counsels corporations on how Delaware law applies to all types of financing transactions, recapitalizations, stock repurchases, redemptions and dividends. Our legal advice provides the procedural and structural detail necessary to carry out these transactions in compliance with Delaware law.

Mergers and Acquisitions
Mergers and acquisitions present particularly sophisticated issues involving director and officer fiduciary responsibility under Delaware law. Our lawyers advise clients in both negotiated and contested takeovers, tender offers and proxy contests.

We also counsel corporations that are concerned about the possibility of unsolicited takeovers, advising on directors’ duties and responsibilities, anti-takeover charter and bylaw provisions, director indemnification, severance and other change of control arrangements and stockholder rights plans.

We serve as Delaware counsel on virtually any type of purchase and sale transaction involving public and privately held clients. Our lawyers have counseled on billions of dollars worth of mergers and acquisitions, management and leveraged buyouts, asset and stock sales, dispositions and restructurings. We increasingly advise on the purchase and sale of distressed corporations and business assets.

Going Private Transactions
We counsel corporations, directors, special committees of directors and other clients on the complex Delaware corporate law issues and options presented by management buyout and going private transactions, including structural options that may impact the applicable standard of review, and other process and substantive issues. We work together with our corporate litigators to provide counsel that anticipates the virtual inevitability of stockholder litigation challenging these transactions.

Special Committees
Richards Layton has extensive experience in representing special committees of boards of directors, both with respect to special committees composed to assess and negotiate transactions where one or more directors on the board may have conflicts of interest, such as certain going-private transactions or financing transactions, and with respect to special litigation committees formed in response to stockholder derivative litigation or stockholder demands to institute such litigation.

Our lawyers are experienced in addressing the tactical and strategic issues that frequently arise in special committee matters, including the formation of and delegation to committees, negotiation strategies, and the drafting and negotiation of transaction documents. We routinely work with company counsel and the committee’s financial advisors to address and consider significant complex transactions. We understand and work to achieve business results in the best interests of our clients while striving to mitigate risk and ensure that committee members fully satisfy standards of director conduct.

Legal Opinions
Richards Layton routinely provides third-party closing opinions with respect to matters of Delaware law in a variety of transactions. In addition, we render reasoned opinions and written advice to our clients on matters arising under the General Corporation Law, as well as the governing documents of Delaware corporations. We also frequently render opinions in connection with corporations seeking to exclude stockholder proposals from proxy statements pursuant to Rule 14a-8 of the Securities Exchange Act of 1934.


Michael D. Allen
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Thomas A. Beck
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C. Stephen Bigler
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Catherine G. Dearlove
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Anne C. Foster
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Mark J. Gentile
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William J. Haubert
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Rudolf Koch
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Stephanie M. Norman
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Blake Rohrbacher
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Lisa A. Schmidt
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Nathaniel J. Stuhlmiller
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Gregory P. Williams
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John Mark Zeberkiewicz
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Other Attorneys

Taylor D. Anderson
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Jennifer Veet Barrett
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Brigitte V. Fresco
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Robert B. Greco
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Brian T.M. Mammarella
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Noah R. Nash
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Ryan A. Salem
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Sara C. Thompson
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  • "Delaware Court of Chancery Finds Neither Cigna nor Anthem Entitled to Damages in Connection with Their Terminated Merger Agreement," September 4, 2020   View >
  • "Court of Chancery's Post-'Olenik' Interpretation of the 'Ab Initio' Requirement," Delaware Business Court Insider, August 19, 2020   View >
  • "Delaware's Governor Signs Legislation Enacting 2020 Amendments to the General Corporation Law of the State of Delaware," July 20, 2020   View >
  • "2020 Proposed Amendments to the General Corporation Law of the State of Delaware," June 16, 2020   View >
  • "Delaware Supreme Court Validates Federal Forum Selection Provisions," Insights, May 2020   View >
  • "Recent Developments in Rights Plans in Light of the COVID-19 Pandemic," Delaware Business Court Insider, April 29, 2020   View >
  • "Delaware's Governor Enters Emergency Order Dealing with Notice of Public Company Stockholders' Meetings," April 7, 2020   View >
  • "Delaware Supreme Court Validates Federal Forum Provisions," March 18, 2020   View >
  • "Guidelines for Payment of Dividends during the COVID-19 Pandemic," March 18, 2020   View >
  • "Recent Developments in Delaware Corporate Law," Spring 2020   View >
  • "Shareholder Representative Services LLC v. RSI Holdco, LLC: Delaware Chancery Court Provides Guidance on Preservation of Pre-Closing Privileged Communications in Private Company M&A Transactions," May 30, 2019   View >
  • "2019 Proposed Amendments to the General Corporation Law of the State of Delaware," March 27, 2019   View >
  • "Recent Developments in Delaware Corporate Law," Spring 2019   View >
  • "Sciabacucchi v. Salzberg: Court of Chancery Declares Federal Forum Provisions Ineffective," Corp121918, December 19, 2018   View >
  • "Akorn, Inc. v. Fresenius Kabi AG: Delaware Court of Chancery Finds Material Adverse Effect Allowing Buyer to Terminate Merger Agreement," October 2, 2018   View >
  • "MHS Capital LLC v. Goggin: Reviewing Fiduciary Duty and Exculpation Provisions in Limited Liability Company Agreements," Business Law Today, June 15, 2018   View >
  • "The Delaware Supreme Court Provides Guidance on Directors' Fiduciary Duty of Disclosure," Insights, April 2018   View >
  • "2018 Proposed Amendments to the General Corporation Law of the State of Delaware," Insights, April 2018   View >
  • "2018 Proposed Amendments to the General Corporation Law of the State of Delaware," March 29, 2018   View >
  • "Recent Developments in Delaware Corporate Law," Spring 2018   View >
  • "California State Teachers' Retirement System v. Alvarez: Delaware Supreme Court Finds Dismissal of Derivative Action for Failure to Plead Demand Futility Ordinarily Has Preclusive Effect on Other Derivative Plaintiffs," March 8, 2018   View >
  • "Chicago Bridge & Iron Co. N.V. v. Westinghouse Elec. Co.: Delaware Supreme Court Reverses Trial Court Decision Construing Post-Purchase Adjustment Provision," March 8, 2018   View >
  • "Oklahoma Firefighters Pension & Retirement System v. Corbat: Court of Chancery Highlights Difficulty of Successfully Alleging Caremark Claims," March 8, 2018   View >
  • "In re Massey Energy Co. Derivative & Class Action Litigation; Sciabacucchi v. Liberty Broadband Corp.; Lavin v. West Corp.: Recent Court of Chancery Decisions Define Limitations of Corwin Defense," March 8, 2018   View >
  • "In re Investors Bancorp, Inc. Shareholder Litigation: Stockholder Ratification of Equity Incentive Plan Does Not Foreclose Fiduciary Review of Discretionary Grants under the Plan," March 8, 2018   View >
  • "IRA Trust FBO Bobbie Ahmed Ex rel. Class A Stockholders of NRG Yield, Inc. v. Crane: Court of Chancery Suggests Dual Class Reclassification Confers Unique Benefit on ControllerIRA Trust FBO Bobbie Ahmed Ex rel. Class A Stockholders of NRG Y," March 8, 2018   View >
  • "Sarissa Capital Domestic Fund LP v. Innoviva, Inc.: Court of Chancery Enforces Oral Contract to Settle Proxy Fight by Requiring the Seating of Two Insurgent Directors," March 8, 2018   View >
  • "Nguyen v. View, Inc.: The Court of Chancery Discusses the Contours of Ratification of Defective Corporate Acts under Section 204," March 8, 2018   View >
  • "Developments in Statutory Appraisal: DFC Global, Dell and More," March 8, 2018   View >
  • "Recent Delaware Corporate Law Updates," March 8, 2018   View >
  • "Void-Voidable Distinction Revisited by Delaware Court of Chancery," Delaware Business Court Insider, February 28, 2018   View >
  • "The Limits of Ratification: Delaware Supreme Court and Director Equity Incentive Awards," Insights, January 2018   View >
  • "Delaware Court of Chancery Rulings Highlight the Importance of a Plaintiff's Subjective Intent in Books and Records Action," Insights, January 2018   View >
  • "Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd., et al., No. 565, 2016 (Del. Dec. 14, 2017): Delaware Supreme Court Reverses Dell Appraisal Decision, Remands for Consideration of Market Data and Deal Price," December 14, 2017   View >
  • "The Frederick Hsu Living Trust v. ODN Holding Corp.: The Court of Chancery Addresses the Legality and Equity of Preferred Stock Redemption," May 25, 2017   View >
  • "In re Investors Bancorp, Inc. S'holder Litig.: Stockholder Ratification of Equity Compensation Package," May 25, 2017   View >
  • "Vento v. Curry: Preliminary Injunction to Remedy Buried Disclosure of Fees to Be Paid to Affiliate of Financial Advisor for Providing Transaction Financing," May 25, 2017   View >
  • "Frechter v. Zier: Bylaw Requiring Supermajority Vote of Stockholders to Remove Directors Held Invalid under 8 Del. C. ยง 141(k) ," May 25, 2017   View >
  • "Chicago Bridge & Iron Co. N.V. v. Westinghouse Elec. Co. LLC: Dispute over Post-Closing Purchase Price Adjustment Referred for Resolution to Independent Auditor," May 25, 2017   View >
  • "IAC Search, LLC v. Conversant LLC: Fraudulent Inducement Claim Dismissed on the Basis of Anti-Reliance Provisions in Asset Purchase Agreement," May 25, 2017   View >
  • "In re Saba Software, Inc. S'holder Litig.: Court of Chancery Declines to Find Stockholder Ratification under Corwin," May 25, 2017   View >
  • "Recent Delaware Corporate Law Updates," May 25, 2017   View >
  • "The Delaware Court of Chancery Revisits Director Equity Awards," Insights, May 24, 2017   View >
  • "2017 Proposed Amendments to the Delaware General Corporation Law," Insights, April 30, 2017   View >
  • "Frechter v. Zier: Delaware Court of Chancery Provides Guidance on Supermajority Voting Provisions," Insights, March 31, 2017   View >
  • "2017 Proposed Amendments to the General Corporation Law of the State of Delaware," March 14, 2017   View >
  • "Recent Developments in Delaware Corporate Law," Spring 2017   View >
  • "Delaware Supreme Court Revisits Director Independence in Considering Derivative Demands," Insights, February 28, 2017   View >
  • "Delaware Proposes Escheat Reform Legislation," January 13, 2017   View >
  • "Recent Delaware Corporate Law Updates," January 12, 2017   View >
  • "Solak v. Sarowitz: Court of Chancery Grants Declaratory Judgment as to Facial Invalidity of Fee-Shifting Bylaw ," January 12, 2017   View >
  • "Sandys v. Pincus: Delaware Supreme Court Reverses the Court of Chancery's Dismissal for Failure to Plead Demand Excusal," January 12, 2017   View >
  • "The Huff Energy Fund, L.P. v. Gershen: Court of Chancery Holds Adoption of Plan of Dissolution Does Not Trigger Enhanced Scrutiny under Revlon or Unocal," January 12, 2017   View >
  • "CDX Holdings, Inc. v. Fox: Delaware Supreme Court Defers to the Court of Chancery's Factual Findings and Affirms Holding that Corporation Breached its Stock Option Plan," January 12, 2017   View >
  • "Pell v. Kill: Court of Chancery Enjoins Board Reduction Plan Adopted to Neutralize Proxy Contest Threat ," January 12, 2017   View >
  • "In re Wal-Mart Stores, Inc. Delaware Derivative Litigation: Court of Chancery Finds Delaware Plaintiffs Collaterally Estopped from Arguing Demand Futility ," January 12, 2017   View >
  • "Post-Corwin: Delaware Courts, Consistently Applying Corwin, Reinforce Long-Standing Policy of Delaware Law to Avoid Uncertainties and Costs of Judicial Second-Guessing in Merger Transactions," January 12, 2017   View >
  • "Federal District Court Holds Delaware's Unclaimed Property Estimation Methods Violate the Constitution," July 6, 2016   View >
  • "In re Appraisal of Dell Inc.: Delaware Court of Chancery Provides Guidance on "Dissenting Stockholder" Requirement ," May 12, 2016   View >
  • "2016 Proposed Amendments to the General Corporation Law of the State of Delaware," Insights, April 2016   View >
  • "Disclaiming Reliance on Extra-Contractual Representations under Delaware Law," Insights, April 2016   View >
  • "2016 Amendments to the General Corporation Law of the State of Delaware," March 16, 2016   View >
  • "Amalgamated Bank v. Yahoo! Inc.: Court of Chancery Orders Production of Emails and Other Electronically Stored Documents in Response to Section 220 Demand Relating to Hiring and Termination of Executive," February 25, 2016   View >
  • "In re EZCorp Inc. Consulting Agreement Derivative Litigation: Court of Chancery Applies Entire Fairness Scrutiny to Contract Between Controlling Stockholder and Corporation Despite Approval by Independent Committee," February 25, 2016   View >
  • "In re Trulia, Inc. Stockholder Litigation: Court of Chancery Rejects Disclosure-Only Settlement and Signals New Era of Increased Scrutiny," February 25, 2016   View >
  • "In re Genelux Corporation and In re Baxter International Inc.: Court of Chancery Provides Guidance Regarding the Scope of Section 205 of the DGCL," February 25, 2016   View >
  • "In re El Paso Pipeline Partners, L.P. Derivative Litigation: Court of Chancery Suggests a New Approach to Evaluating Claims that Are Both Direct and Derivative," February 25, 2016   View >
  • "RBC Capital Markets, LLC v. Jervis: Delaware Supreme Court Affirms Liability of Financial Advisor for Aiding and Abetting Breaches of Fiduciary Duty," February 25, 2016   View >
  • "In re Vaalco Energy, Inc. Stockholder Litigation: Court of Chancery Finds that Certificate and Bylaw Provisions Providing that Directors May Be Removed for Cause Only Are Invalid Unless Board Is Classified or Corporation Has Cumulative Voting," February 25, 2016   View >
  • "Corwin v. KKR Financial Holdings LLC: Delaware Supreme Court Affirms Application of Business Judgment Review to Transaction Approved by Fully Informed, Uncoerced Majority of Disinterested Stockholders," February 25, 2016   View >
  • "Recent Delaware Corporate Law Updates," February 25, 2016   View >
  • "The New Paradigm (Burden) Shift: The Business Judgment Rule After KKR," Insights, December 2015   View >
  • "Corwin v. KKR Financial Holdings LLC: Delaware Supreme Court Clarifies that Approval by Fully Informed Vote of Disinterested Stockholders Invokes Business Judgment Rule for Review of Merger," October 2, 2015   View >
  • "Recent Delaware Court of Chancery Opinion Provides Guidance on Advancement and Indemnification," Insights, October 2015   View >
  • "Gorman v. Salamone: Court of Chancery Invalidates Bylaw Granting Stockholders the Power to Remove and Replace Officers," August 6, 2015   View >
  • "Lazard Technology Partners, LLC v. QinetiQ North America Operations LLC: Delaware Supreme Court Upholds Rejection of Implied Covenant of Good Faith and Fair Dealing Claims on Contractual Provision Employing an Intent Standard," August 6, 2015   View >
  • "Merlin Partners LP v. AutoInfo, Inc. and In re LongPath Capital, LLC v. Ramtron International Corporation: Court of Chancery Defers to Merger Price in Determining Fair Value," August 6, 2015   View >
  • "In re Molycorp, Inc. Shareholder Derivative Litigation: Court of Chancery Dismisses Derivative Action Based on Terms of Registration Rights Agreement," August 6, 2015   View >
  • "Quadrant Structured Products Company, Ltd. v. Vertin: Court of Chancery Holds that Delaware Law Does Not Impose a Continuous Insolvency Requirement for a Creditor to Maintain Derivative Standing," August 6, 2015   View >
  • "Recent Delaware Corporate Law Updates," August 6, 2015   View >
  • "Hill International, Inc. v. Opportunity Partners L.P.: Delaware Supreme Court Affirms Court of Chancery's Grant of Mandatory Injunction and Provides Guidance on Drafting Advance Notice Bylaws," July 6, 2015   View >
  • "Delaware Supreme Court Provides Guidance on Drafting Advance Notice Bylaws," Insights, July 2015   View >
  • "Delaware Governor Jack Markell Signs Legislation Amending the Delaware General Corporation Law," June 24, 2015   View >
  • "New Delaware Court of Chancery Opinion Provides Guidance for Director Compensation Practices," Insights, June 2015   View >
  • "Cornerstone and Zhongpin Reversed: Independent Directors May Be Dismissed Under Exculpatory Provisions Regardless of Standard of Review," May 14, 2015   View >
  • "Introducing Delaware's Rapid Arbitration Act," Insights, May 2015   View >
  • "In re El Paso Pipeline Partners, L.P. Derivative Litigation: Delaware Court of Chancery Awards Damages in a Lawsuit Challenging an MLP Dropdown Transaction," April 20, 2015   View >
  • "Delaware Adopts Rapid Arbitration Act," April 13, 2015   View >
  • "2015 Amendments to the General Corporation Law of the State of Delaware," April 13, 2015   View >
  • "Court Sanctions Forum Selection Arrangements and Confirms Power to Restrict Books and Records Inspections," Insights, March 2015   View >
  • "Delaware Innovates to Create a World-Class Arbitration Regime," The Harvard Law School Forum on Corporate Governance and Financial Regulation, March 19, 2015   View >
  • "The Current State of Fee-Shifting Provisions," March 17, 2015   View >
  • "What Statute of Limitations Applies? The Effect of the Delaware Borrowing Statute on Claims Governed by Foreign Law," Business Law Today, March 2015   View >
  • "Recent Developments in Delaware Corporate Law," Spring 2015   View >
  • "Cigna Health & Life Insurance Company v. Audax Health Solutions, Inc.: Court of Chancery Invalidates Claims Release and Indemnification Provisions in Private Company Merger," February 17, 2015   View >
  • "Cooper Tire & Rubber Company v. Apollo (Mauritius) Holdings Pvt. Ltd.: Court of Chancery Interprets "Ordinary Course" Covenant and Holds that Business Disruption Prevents Merger Target from Complying with Merger Covenants," February 17, 2015   View >
  • "Quadrant Structured Products Co., Ltd. v. Vertin: Court of Chancery Declines to Extend Contemporaneous Ownership Requirement to Derivative Claims of Creditors and Dismisses Claims Against Board of Directors Related to "Risk-On" Business Strategy," February 17, 2015   View >
  • "Court of Chancery Addresses Whether a Minority Stockholder Constitutes a Controlling Stockholder at Motion to Dismiss Stage in Recent M&A Cases," February 17, 2015   View >
  • "In re Comverge, Inc. Shareholders Litigation: Court of Chancery Declines to Dismiss Claims that Termination Fee Together with Bridge Financing Agreement Precluded Alternative Offers," February 17, 2015   View >