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.