Steven M. Haas
Practice Expertise
- Mergers and Acquisitions
- Corporate
- Corporate Governance and Board Advisory
- Capital Markets and Securities
Areas of Practice
- Mergers and Acquisitions
- Corporate
- Corporate Governance and Board Advisory
- Capital Markets and Securities
Profile
Steven is co-head of the firm's corporate team. Prior to that position, he served as co-head of the firm's M&A practice group.Steven represents clients on a wide variety of M&A transactions, including change-of-control transactions, public company sales, strategic acquisitions, and divestitures. He also regularly advises companies and boards of directors in connection with corporate governance, shareholder activism, and other fiduciary duty matters.Steven has been recognized nationally for his M&A and corporate governance practices. He is a fellow in the American College of Governance Counsel, a member of the American Law Institute, and was named as a Leading Lawyer for Mergers & Acquisitions (USA) by IFLR 1000. In 2015, Law360 named him an M&A "Rising Star." In 2013, he was named to the "40 under 40" list of legal counsel by The M&A Advisor. He was also named a "Rising Star of Corporate Governance" by the Millstein Center for Global Markets and Corporate Ownership at Columbia Law School.Steven is a frequent speaker and author, having written more than 45 articles in legal and business publications such as The M&A Lawyer, Deal Lawyers, Insights, Corporate Governance Advisor, The Business Lawyer, and Delaware Law Review, among others. Several of his articles have been cited by the Delaware Court of Chancery and the Delaware Supreme Court. Steven has contributed to the blogs Harvard Law School Forum on Corporate Governance and Financial Regulation and Deal Lawyers.com. Steven is also the co-editor and contributing author of Corporate Governance: Law and Practice (LexisNexis), which is a two-volume/16-chapter treatise. He is also the co-author of Goolsby & Haas on Virginia Corporations (5th ed., LexisNexis), which is the definitive guide to Virginia corporation law. He is also the co-drafter of the Virginia Stock Corporation Act.Steven is the former chair of the Corporate Laws Committee of the American Bar Association. This committee has jurisdiction over the Model Business Corporation Act, which is followed in whole or in part by a majority of states. He has served as an adjunct professor of law at the University of Richmond School of Law, where he has taught a course on mergers and acquisitions, and been a guest lecturer at the University of Virginia School of Law.Prior to joining the firm, Steven practiced at Abrams & Laster in Wilmington, Delaware.
Bar Admissions
Delaware
New York
Virginia
Education
JD, University of Virginia School of Law, Notes Editor, Virginia Law Review, 2004
BA, Hampden-Sydney College, 1999
Areas of Practice
- Mergers and Acquisitions
- Corporate
- Corporate Governance and Board Advisory
- Capital Markets and Securities
Professional Career
Significant Accomplishments
Represented TPG Mortgage Investment Trust, Inc., a REIT managed by an affiliate of TPG, Inc., in connection with its agreement to acquire Cherry Hill Mortgage Investment Corporation
Advised SpaceX in connection with its IPO on corporate governance matters
Represented a publicly traded REIT in connection with its cooperation agreement with an activist hedge fund
Represented Angelo Gordon & Co.'s affiliate AG Mortgage Investment Trust in its successful topping bid to acquire Western Asset Management Corporation
Submitted an amicus brief on behalf of the US Chamber of Commerce in Tornetta v. Musk in the Delaware courts
Served as an expert witness in the Delaware Court of Chancery on corporate drafting, custom, and practice in a dispute between a corporation and activist stockholders
Represented American Electric Power Company (AEP) in the $1.5B divestiture of its renewable energy portfolio to a consortium consisting of Invenergy, CDPQ, and Blackstone Infrastructure
Represented Darden Restaurants in its $715 million acquisition of Ruth's Hospitality Group, Inc., owner of the Ruth's Chris Steak House brand, and its $605 million acquisition of Chuy's Holdings
Represented Arlington Asset Investment Corp. in its merger with Ellington Financial
Represented Coastal Plywood Company in its $512 million sale to Boise Cascade Company
Represented Healthcare Realty Trust in its $18 billion combination with Healthcare Trust of America
Represented Industrial Logistics Properties Trust in its $4 billion acquisition of Monmouth Real Estate Investment Corporation
Represented Fortress Investment Group in its acquisition of J. Alexander's Holdings, a publicly traded restaurant company, and numerous other transactions
Represented Capstead Mortgage in its $1 billion merger with Benefit Street Partners Realty Trust, Inc.
Represented Sonesta International Hotels Corporation in its acquisition of Red Lion Hotels Corporation, a publicly traded hotel franchisor
Represented New Lake Capital Partners in its merger with Green Acreage Real Estate Corp. to create a sector-leading industrial REIT
Represented GAINSCO in its sale to State Farm Mutual Automobile Insurance Company
Represented Cyrq Energy, a private equity portfolio company, in its sale to Macquarie Infrastructure and Real Assets
Represented a special committee of independent directors in connection with a sale to a SPAC
Represented Hospitality Properties Trust in its $2.4 billion acquisition of substantially all of the assets of Spirit MTA REIT
Represented Duke Energy in the sale of a minority interest in a $1 billion renewable energy portfolio
Represented the Special Committee of Liberty Tax, Inc., in connection with a recapitalization led by a private equity fund
Represented Pebblebrook Hotel Trust in its successful $5.6 billion unsolicited takeover of LaSalle Hotel Properties
Represented the special committee of a public company in negotiating strategic alternatives with the company's controlling stockholder
Represented Darden Restaurants in its $780 million acquisition of Cheddar's Scratch Kitchen Restaurants
Represented Raytheon Company, a leading defense contractor, in numerous acquisitions of other defense and cyber security companies, including in its $500 million all-cash tender offer to acquire Applied Signal Technology, a NASDAQ-listed defense company
Represented Bank of the Cascades in its cash/stock merger with First Interstate BancSystem, Inc.
Represented a custodian appointed by the Delaware Court of Chancery to sell Supreme Oil Company, Incorporated, to Stratas Foods LLC
Represented ShenTel, a telecommunications services company, in its $800 million acquisition of NTELOS Holdings Corp., a publicly-traded wireless phone service provider, and in various related transactions with Sprint
Represented The Hershey Company in its acquisition of the barkTHINs chocolate brand
Represented the independent directors of Cleco Corporation, an NYSE-listed utility company, in its $4.7 billion sale to a consortium of investors led by Macquarie Infrastructure and Real Assets and British Columbia Investment Management Corporation
Represented Stock Building Supply Holdings, Inc. in its $1.5 billion strategic stock-for-stock merger with Building Materials Holding Corporation to create one of the country's largest lumber and building material supply companies
Represented Kraft Foods Group, Inc. in its $46 billion merger with H.J. Heinz Co.
Represented Wilshire Bank in its strategic merger with BBCN Bancorp Inc.
Represented Cascade Bancorp in its successful go-shop topping bid to acquire Home Federal Bancorp, Inc., a NASDAQ-listed bank
Represented Seamobile, Inc./MTN Communications, a venture capital-backed telecommunications company, in connection with its sale to Emerging Markets Communications
Submitted an amicus brief to the U.S. Court of Appeals for the Second Circuit in Trinity v. Wal-Mart with respect to shareholder proposals submitted under Rule 14a-8, which brief was cited by the court
Represented numerous companies and REITs in responding to activist hedge funds
Represented CapLease, Inc. in its $2.2 billion sale to American Realty Capital Properties, Inc. and related "go-shop" sale process
Represented the special committee of Colonial Properties Trust (NYSE) in its $8.3 billion stock-for-stock merger with MAA/Mid-America Apartments
Represented Darden Restaurants in its acquisition of Yard House USA, Inc., an innovative restaurant business
Represented Progress Energy in its $30 billion modified merger-of-equals with Duke Energy to create the country's largest regulated utility
Advised several private equity firms and their portfolio company on numerous acquisitions, including the $560 million acquisition of a NASDAQ company
Advised a NASDAQ company and its special committee in an all-cash sale to a foreign acquiror
Represented a controlling stockholder in a $1.2 billion sale of its controlled public company to a pharmaceutical company
Represented AmeriCredit Corp. in its $3.5 billion all-cash sale to General Motors
Represented a Fortune 50 company in its $11.7 billion acquisition of public consumer products company
Represented a target company board of directors in a merger involving a "go-shop" provision leading to a favorable reported decision in the Delaware Court of Chancery
Assisted in the representation of the former directors and officers of an insurance company leading to first-impression decisions in the Delaware Supreme Court and Delaware Court of Chancery rejecting the doctrine of "deepening insolvency" as a theory of director liability
Represented a private equity fund in a transaction dispute resulting in a landmark decision by the Delaware Court of Chancery in ABRY Partners V, L.P. v. F&W Acquisition, LLC
$4B Acquisition of Monmouth Real Estate Investment Corp.
Advises Darden Restaurants in $605 Million Purchase of Chuy's Holdings
Arlington Asset Investment Corp.'s Merger with Ellington Financial Inc.
Healthcare Realty Trust's $18B Combination with Healthcare Trust of America
Representation of AG Mortgage Investment Trust in Successful Topping Bid
Representing Chimera in its Acquisition of Palisades Group
Represented TPG Mortgage Investment Trust, Inc., a REIT managed by an affiliate of TPG, Inc., in connection with its agreement to acquire Cherry Hill Mortgage Investment Corporation
Advised SpaceX in connection with its IPO on corporate governance matters
Represented a publicly traded REIT in connection with its cooperation agreement with an activist hedge fund
Represented Angelo Gordon & Co.'s affiliate AG Mortgage Investment Trust in its successful topping bid to acquire Western Asset Management Corporation
Submitted an amicus brief on behalf of the US Chamber of Commerce in Tornetta v. Musk in the Delaware courts
Served as an expert witness in the Delaware Court of Chancery on corporate drafting, custom, and practice in a dispute between a corporation and activist stockholders
Represented American Electric Power Company (AEP) in the $1.5B divestiture of its renewable energy portfolio to a consortium consisting of Invenergy, CDPQ, and Blackstone Infrastructure
Represented Darden Restaurants in its $715 million acquisition of Ruth's Hospitality Group, Inc., owner of the Ruth's Chris Steak House brand, and its $605 million acquisition of Chuy's Holdings
Represented Arlington Asset Investment Corp. in its merger with Ellington Financial
Represented Coastal Plywood Company in its $512 million sale to Boise Cascade Company
Represented Healthcare Realty Trust in its $18 billion combination with Healthcare Trust of America
Represented Industrial Logistics Properties Trust in its $4 billion acquisition of Monmouth Real Estate Investment Corporation
Represented Fortress Investment Group in its acquisition of J. Alexander's Holdings, a publicly traded restaurant company, and numerous other transactions
Represented Capstead Mortgage in its $1 billion merger with Benefit Street Partners Realty Trust, Inc.
Represented Sonesta International Hotels Corporation in its acquisition of Red Lion Hotels Corporation, a publicly traded hotel franchisor
Represented New Lake Capital Partners in its merger with Green Acreage Real Estate Corp. to create a sector-leading industrial REIT
Represented GAINSCO in its sale to State Farm Mutual Automobile Insurance Company
Represented Cyrq Energy, a private equity portfolio company, in its sale to Macquarie Infrastructure and Real Assets
Represented a special committee of independent directors in connection with a sale to a SPAC
Represented Hospitality Properties Trust in its $2.4 billion acquisition of substantially all of the assets of Spirit MTA REIT
Represented Duke Energy in the sale of a minority interest in a $1 billion renewable energy portfolio
Represented the Special Committee of Liberty Tax, Inc., in connection with a recapitalization led by a private equity fund
Represented Pebblebrook Hotel Trust in its successful $5.6 billion unsolicited takeover of LaSalle Hotel Properties
Represented the special committee of a public company in negotiating strategic alternatives with the company's controlling stockholder
Represented Darden Restaurants in its $780 million acquisition of Cheddar's Scratch Kitchen Restaurants
Represented Raytheon Company, a leading defense contractor, in numerous acquisitions of other defense and cyber security companies, including in its $500 million all-cash tender offer to acquire Applied Signal Technology, a NASDAQ-listed defense company
Represented Bank of the Cascades in its cash/stock merger with First Interstate BancSystem, Inc.
Represented a custodian appointed by the Delaware Court of Chancery to sell Supreme Oil Company, Incorporated, to Stratas Foods LLC
Represented ShenTel, a telecommunications services company, in its $800 million acquisition of NTELOS Holdings Corp., a publicly-traded wireless phone service provider, and in various related transactions with Sprint
Represented The Hershey Company in its acquisition of the barkTHINs chocolate brand
Represented the independent directors of Cleco Corporation, an NYSE-listed utility company, in its $4.7 billion sale to a consortium of investors led by Macquarie Infrastructure and Real Assets and British Columbia Investment Management Corporation
Represented Stock Building Supply Holdings, Inc. in its $1.5 billion strategic stock-for-stock merger with Building Materials Holding Corporation to create one of the country's largest lumber and building material supply companies
Represented Kraft Foods Group, Inc. in its $46 billion merger with H.J. Heinz Co.
Represented Wilshire Bank in its strategic merger with BBCN Bancorp Inc.
Represented Cascade Bancorp in its successful go-shop topping bid to acquire Home Federal Bancorp, Inc., a NASDAQ-listed bank
Represented Seamobile, Inc./MTN Communications, a venture capital-backed telecommunications company, in connection with its sale to Emerging Markets Communications
Submitted an amicus brief to the U.S. Court of Appeals for the Second Circuit in Trinity v. Wal-Mart with respect to shareholder proposals submitted under Rule 14a-8, which brief was cited by the court
Represented numerous companies and REITs in responding to activist hedge funds
Represented CapLease, Inc. in its $2.2 billion sale to American Realty Capital Properties, Inc. and related "go-shop" sale process
Represented the special committee of Colonial Properties Trust (NYSE) in its $8.3 billion stock-for-stock merger with MAA/Mid-America Apartments
Represented Darden Restaurants in its acquisition of Yard House USA, Inc., an innovative restaurant business
Represented Progress Energy in its $30 billion modified merger-of-equals with Duke Energy to create the country's largest regulated utility
Advised several private equity firms and their portfolio company on numerous acquisitions, including the $560 million acquisition of a NASDAQ company
Advised a NASDAQ company and its special committee in an all-cash sale to a foreign acquiror
Represented a controlling stockholder in a $1.2 billion sale of its controlled public company to a pharmaceutical company
Represented AmeriCredit Corp. in its $3.5 billion all-cash sale to General Motors
Represented a Fortune 50 company in its $11.7 billion acquisition of public consumer products company
Represented a target company board of directors in a merger involving a "go-shop" provision leading to a favorable reported decision in the Delaware Court of Chancery
Assisted in the representation of the former directors and officers of an insurance company leading to first-impression decisions in the Delaware Supreme Court and Delaware Court of Chancery rejecting the doctrine of "deepening insolvency" as a theory of director liability
Represented a private equity fund in a transaction dispute resulting in a landmark decision by the Delaware Court of Chancery in ABRY Partners V, L.P. v. F&W Acquisition, LLC
$4B Acquisition of Monmouth Real Estate Investment Corp.
Advises Darden Restaurants in $605 Million Purchase of Chuy's Holdings
Arlington Asset Investment Corp.'s Merger with Ellington Financial Inc.
Healthcare Realty Trust's $18B Combination with Healthcare Trust of America
Representation of AG Mortgage Investment Trust in Successful Topping Bid
Representing Chimera in its Acquisition of Palisades Group
Articles
"Don't Ask/Don't Waive" Standstill Agreements Under Attack, Insights
Abraham v. Emerson Radio: Duties of a Controlling Stockholder in a Sale of Control, M&A Lawyer
Corporate Governance: Law and Practice, LexisNexis
Goolsby and Haas on Virginia Corporations, Fifth Edition, LexisNexis
Goolsby and Haas on Virginia Corporations, Seventh Edition, LexisNexis
Hunton Andrews Kurth 2018 M&A Reporter
2019 Retail Industry Year in Review
A Brief Overview of Virtual Shareholder Meetings, Model Business Corporation Act Newsletter
A Common Complaint: M&A Transactions that Favor Preferred Stockholders, Insights
Activist Investing and Its Divided-Loyalty Implications, Law360
Addressing Regulatory Risk in Public Company M&A Agreements, PLI Mergers & Acquisitions 2016: Trends and Developments Handbook
Advance Notice Bylaw and Activists Board Nominees, The Harvard Law School Forum on Corporate Governance and Financial Regulation
Advance Notice Bylaw Upheld, Insights
Annual Meeting Enjoined over Quorum Change During Proxy Fight, Insights
Beating bump-up exclusions: Policyholder prevails in coverage for settlement of M&A shareholder lawsuit
Board Oversight of Privacy and Cybersecurity Risk: Why Delaware Developments Matter, The Computer & Internet Lawyer
Business Due Diligence Strategies (Aspatore Books, Chapter 1)
Buyer Loses an MAE Claim (Again) in Delaware, Deal Lawyers
By the book: Navigating books and records D&O coverage (and other extensions you may be missing)
California Court Enforces Delaware Forum Selection Bylaw, Insights
Case Study: In Re Compellent Technologies, Law360
Case Study: NJ Carpenters Pension Fund V. InfoGROUP, Law360
Commonwealth Continues Tradition as 'Model Act State': The 2019 Revision to the Virginia Stock Corporation Act, VBA Journal
Compliance Failures and the Resulting Risks For Directors, Law360
Considerations for Shareholder Meetings During the COVID-19 Crisis, ABA Corporate Laws Committee Newsletter
Contracting Around Fraud Under Delaware Law, 10 Delaware Law Review 49
Coronavirus/COVID-19: Considerations for Shareholder Meetings, Corporate Governance Advisor
Court addresses extraordinary dividend paid in connection with merger, Thomson Reuters Westlaw Today
Court Rejects Challenge to M&A Transaction Despite Activist Pressure, Deal Lawyers
Defending Against Proxy Contests: Delaware Strictly Enforces an Advance Notice Bylaw, M&A Lawyer
Del. Solera D&O Decision May Have Limited Impact, Law360
Delaware Court Addresses Ability to Sue Buyers for Lost Premiums in M&A Deals, Deal Lawyers
Delaware Court Addresses Freeze-Out Merger Confronted with Topping Bid, Deal Lawyers
Delaware Court Permits Postponement of Stockholders Meeting & Proposes New Standard of Review, Securities Litigation Report
Delaware Court Upholds Claims Challenging Unreasonable Termination Fee Structure, Insights
Delaware Suit Brings Lessons for Externally Managed REITs, Law360
Delaware Supreme Court Establishes Test for Reviewing Reincorporation Decisions
Dissident Stockholder Permitted to Circumvent an Advance Notice Bylaw, Insights
Dissident Uses Disclosure Litigation as an Offensive Tactic in Proxy Contest, Harvard Law School Forum on Corporate Governance and Regulation
Dissident's Disclosure Lawsuit Leads to ISS Recommendation Change, Deal Lawyers
Do Companies Need to Amend their Bylaws for Universal Proxies?, Deal Lawyers
Do You Know Who Your Corporate Officers Are? An Overlooked Issue That Can Have Serious Consequences, D&O Diary
Does Special Committee Approval Protect a Transaction Involving a Conflicted Board Majority?, Deal Lawyers
Executive Compensation Decisions and the Delaware Courts: The Latest Word, Insights
Fraud Claims in M&A No-Recourse Transaction: The Enduring Legacy of Abry Partners, Deal Lawyers
Going to Court Instead of the SEC: Excluding Shareholder Proposals Based on False Statements, Corporate Governance Advisor
Judicial Scrutiny of Deal Protection Measures, M&A Lawyer
Lessons Learned: Poison Pills Post-Barnes & Noble, Deal Lawyers
Limiting Change of Merger Recommendations to "Intervening Events," M&A Lawyer
M&A Quarterly Reporter - 2021 Q2
M&A Quarterly Reporter - 2021 Q3
M&A Quarterly Reporter - 2022 Q1
New Guidelines for Private-Equity Auctions, Insights
Not so Fast: "Don't Ask/Don't Waive" Standstill Agreements Revisited in Delaware, Insights
Obiter Dictum: DE Supreme Court Reverses Record Holder Ruling, Insights
Preferring Preferred Stockholders in M&A Transactions, Insights
Private Ordering for Proxy Access: What's Next?, Corporate Governance Advisor
Proxy Advisory Firm Issues Guidance on Cyber Oversight and Disclosure, Compliance & Enforcement
Reactions and Overreactions to Ryan v. Lyondell Chemical Co., Insights
Real Estate Capital Markets | 2021 Year in Review
Real Estate Capital Markets | 2022 Year in Review
Real Estate Capital Markets Report | Summer 2024
Record Holders, Vote Buying, and Bylaw Amendments, Insights
Relationships Outside the Company can Cause Conflicts of Interest Inside the Boardroom, Corporate Governance Advisor
Relearning M&A Lessons: A Reprise of the 1980s, Insights
Shareholder Activism Defense: Enforcement of an Advance Notice Bylaw for a Bank Holding Company, Bank Director
Short-Term Investment Strategies Can Cause Board Conflicts of Interest, Deal Lawyers
Should the Board of Directors Create a Special Committee to Oversee the Corporation's Response to the Pandemic?, National Association of Corporate Directors
The Corwin Effect: Stockholder Approval of M & A Transactions, Deal Lawyers
The Dilemma That Should Never Have Been: Minority Freeze Outs in Delaware, 60 Business Lawyer 25
The Importance of Alleging Control: Between Corwin and MFW, Harvard Law School Forum on Corporate Governance and Financial Regulation
Toward a Controlling Shareholder Safe Harbor, 90 Virginia Law Review 2245
Virginia is for Lovers (of the Model Act), ABA Corporate Laws Committee Newsletter
Virtual-Only Shareholder Meetings: A Practical Guide, Corporate Governance Advisor
Virtual-Only Shareholder Meetings: A Practical Guide, Ethical Boardroom
What's the Deal with Nonvoting Shares? An Overview of the Legal Differences Between Voting and Nonvoting Stock, Insights
Abraham v. Emerson Radio: Duties of a Controlling Stockholder in a Sale of Control, M&A Lawyer
Corporate Governance: Law and Practice, LexisNexis
Goolsby and Haas on Virginia Corporations, Fifth Edition, LexisNexis
Goolsby and Haas on Virginia Corporations, Seventh Edition, LexisNexis
Hunton Andrews Kurth 2018 M&A Reporter
2019 Retail Industry Year in Review
A Brief Overview of Virtual Shareholder Meetings, Model Business Corporation Act Newsletter
A Common Complaint: M&A Transactions that Favor Preferred Stockholders, Insights
Activist Investing and Its Divided-Loyalty Implications, Law360
Addressing Regulatory Risk in Public Company M&A Agreements, PLI Mergers & Acquisitions 2016: Trends and Developments Handbook
Advance Notice Bylaw and Activists Board Nominees, The Harvard Law School Forum on Corporate Governance and Financial Regulation
Advance Notice Bylaw Upheld, Insights
Annual Meeting Enjoined over Quorum Change During Proxy Fight, Insights
Beating bump-up exclusions: Policyholder prevails in coverage for settlement of M&A shareholder lawsuit
Board Oversight of Privacy and Cybersecurity Risk: Why Delaware Developments Matter, The Computer & Internet Lawyer
Business Due Diligence Strategies (Aspatore Books, Chapter 1)
Buyer Loses an MAE Claim (Again) in Delaware, Deal Lawyers
By the book: Navigating books and records D&O coverage (and other extensions you may be missing)
California Court Enforces Delaware Forum Selection Bylaw, Insights
Case Study: In Re Compellent Technologies, Law360
Case Study: NJ Carpenters Pension Fund V. InfoGROUP, Law360
Commonwealth Continues Tradition as 'Model Act State': The 2019 Revision to the Virginia Stock Corporation Act, VBA Journal
Compliance Failures and the Resulting Risks For Directors, Law360
Considerations for Shareholder Meetings During the COVID-19 Crisis, ABA Corporate Laws Committee Newsletter
Contracting Around Fraud Under Delaware Law, 10 Delaware Law Review 49
Coronavirus/COVID-19: Considerations for Shareholder Meetings, Corporate Governance Advisor
Court addresses extraordinary dividend paid in connection with merger, Thomson Reuters Westlaw Today
Court Rejects Challenge to M&A Transaction Despite Activist Pressure, Deal Lawyers
Defending Against Proxy Contests: Delaware Strictly Enforces an Advance Notice Bylaw, M&A Lawyer
Del. Solera D&O Decision May Have Limited Impact, Law360
Delaware Court Addresses Ability to Sue Buyers for Lost Premiums in M&A Deals, Deal Lawyers
Delaware Court Addresses Freeze-Out Merger Confronted with Topping Bid, Deal Lawyers
Delaware Court Permits Postponement of Stockholders Meeting & Proposes New Standard of Review, Securities Litigation Report
Delaware Court Upholds Claims Challenging Unreasonable Termination Fee Structure, Insights
Delaware Suit Brings Lessons for Externally Managed REITs, Law360
Delaware Supreme Court Establishes Test for Reviewing Reincorporation Decisions
Dissident Stockholder Permitted to Circumvent an Advance Notice Bylaw, Insights
Dissident Uses Disclosure Litigation as an Offensive Tactic in Proxy Contest, Harvard Law School Forum on Corporate Governance and Regulation
Dissident's Disclosure Lawsuit Leads to ISS Recommendation Change, Deal Lawyers
Do Companies Need to Amend their Bylaws for Universal Proxies?, Deal Lawyers
Do You Know Who Your Corporate Officers Are? An Overlooked Issue That Can Have Serious Consequences, D&O Diary
Does Special Committee Approval Protect a Transaction Involving a Conflicted Board Majority?, Deal Lawyers
Executive Compensation Decisions and the Delaware Courts: The Latest Word, Insights
Fraud Claims in M&A No-Recourse Transaction: The Enduring Legacy of Abry Partners, Deal Lawyers
Going to Court Instead of the SEC: Excluding Shareholder Proposals Based on False Statements, Corporate Governance Advisor
Judicial Scrutiny of Deal Protection Measures, M&A Lawyer
Lessons Learned: Poison Pills Post-Barnes & Noble, Deal Lawyers
Limiting Change of Merger Recommendations to "Intervening Events," M&A Lawyer
M&A Quarterly Reporter - 2021 Q2
M&A Quarterly Reporter - 2021 Q3
M&A Quarterly Reporter - 2022 Q1
New Guidelines for Private-Equity Auctions, Insights
Not so Fast: "Don't Ask/Don't Waive" Standstill Agreements Revisited in Delaware, Insights
Obiter Dictum: DE Supreme Court Reverses Record Holder Ruling, Insights
Preferring Preferred Stockholders in M&A Transactions, Insights
Private Ordering for Proxy Access: What's Next?, Corporate Governance Advisor
Proxy Advisory Firm Issues Guidance on Cyber Oversight and Disclosure, Compliance & Enforcement
Reactions and Overreactions to Ryan v. Lyondell Chemical Co., Insights
Real Estate Capital Markets | 2021 Year in Review
Real Estate Capital Markets | 2022 Year in Review
Real Estate Capital Markets Report | Summer 2024
Record Holders, Vote Buying, and Bylaw Amendments, Insights
Relationships Outside the Company can Cause Conflicts of Interest Inside the Boardroom, Corporate Governance Advisor
Relearning M&A Lessons: A Reprise of the 1980s, Insights
Shareholder Activism Defense: Enforcement of an Advance Notice Bylaw for a Bank Holding Company, Bank Director
Short-Term Investment Strategies Can Cause Board Conflicts of Interest, Deal Lawyers
Should the Board of Directors Create a Special Committee to Oversee the Corporation's Response to the Pandemic?, National Association of Corporate Directors
The Corwin Effect: Stockholder Approval of M & A Transactions, Deal Lawyers
The Dilemma That Should Never Have Been: Minority Freeze Outs in Delaware, 60 Business Lawyer 25
The Importance of Alleging Control: Between Corwin and MFW, Harvard Law School Forum on Corporate Governance and Financial Regulation
Toward a Controlling Shareholder Safe Harbor, 90 Virginia Law Review 2245
Virginia is for Lovers (of the Model Act), ABA Corporate Laws Committee Newsletter
Virtual-Only Shareholder Meetings: A Practical Guide, Corporate Governance Advisor
Virtual-Only Shareholder Meetings: A Practical Guide, Ethical Boardroom
What's the Deal with Nonvoting Shares? An Overview of the Legal Differences Between Voting and Nonvoting Stock, Insights
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