John F. Grossbauer LinkedIn

Attorney in Wilmington, DE

Mr. Grossbauer concentrates his practice in the areas of corporation law and commercial transactions; he regularly advises public and private corporations and their boards of directors with respect to all aspects of the Delaware General Corporation Law, ranging from advice regarding the fiduciary duties of directors to technical compliance with the various provisions of the Delaware General Corporation Law. John has advised a number of clients involved in proxy contests, both as dissidents and incumbents, and he has extensive experience representing purchasers and sellers in negotiated acquisitions of assets and businesses, both on a national and an international level. John also authors opinion letters on matters of Delaware corporation law, including opinions relating to shareholder proposals.

John is a frequent speaker on matters of Delaware corporation law and has spoken recently before the ABA Corporate Counsel Section CLE meeting, and the Dallas Bar M&A Section. In addition, John regularly serves as a speaker on Delaware corporate law issues for a number of national and regional law firms as part of their internal continuing education programs.

Representative Matters

John has advised on a number of public company transactions over the past several years, including:

El Paso Corporation in its sale to Kinder Morgan

Robert Rosenkranz in the sale of Delphi Financial Group, Inc. to Tokio Marine Holdings, Inc.

Permira Advisers in connection with its acquisition of, Inc.

Sealy Corp. in its sale to Tempur-Pedic

Red Prairie Holdings in its acquisition of JDA Software, Inc.

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

Knology, Inc. in its sale to WideOpenWest Finance, LLC

Continental Airlines, Inc. in its merger with United Airlines, Inc.

Allscripts-Misys Healthcare Solutions, Inc. in connection with its separation with Misys Plc and related acquisition of Eclipsys Corp.

Talecris Holdings in connection with the sale of Talecris Biotherapeutics, Inc. to Grifols SA

Special committee of Transatlantic Holdings in connection with its relationship with AIG

Special committee of Pepsi Bottling Group, Inc. in connection with its sale to Pepsi Co.

Proxy contest activity includes:

Gleacher & Co., Inc.

Airgas, Inc.

Barnes & Noble, Inc.

Amylin Pharmaceuticals, Inc.

Specialty Underwriters Inc.

TM Entertainment and Media, Inc.

Take-Two Interactive Software, Inc.

Office Depot, Inc.

CNET Networks, Inc.


The Walt Disney Corporation

El Paso Corporation

Professional Activities & Honors

Named by Chambers USA: America's Leading Lawyers for Business as a leading Delaware Corporate/M&A Practitioner.

Recognized by The Best Lawyers in America 2014 in the area of Corporate Law.

Named by Lawdragon as one of "3000 Leading Lawyers in America" and one of "The Law Dragon 500 Leading Dealmakers."

Delaware State Bar Association: Vice Chairman, Council of the Corporation Law Section

American Bar Association: Co-Chair, Subcommittee on Indemnification, Committee on Director & Officer Liability, Business Law Section; International M&A Subcommittee, Negotiated Acquisitions Committee, Business Law Section


· The (No Longer) Overlooked Duty Of Good Faith Under Delaware Law

· The Increasing Role Of Delaware Books And Records Demands In Compensation And Governance Disputes

· What Is Independence?

· Top-Up Options And Short Form Mergers

· Special Committees: A Primer

· Sox Appeal: Is The Delaware Judiciary Heightening Its Standards For Director Independence And Good Faith?

· 2002 Summary Of Amendments To The Delaware General Corporation Law

· 2009 Proposed Amendments To Delaware General Corporation Law

· Stockholder Rights Plans In Negotiated Mergers: Issues Of Delaware Law

· 2013 Amendments To The Delaware General Corporation Law

· view all

Recent News

· Three Potter Anderson & Corroon Attorneys Named "Lawyers Of The Year" By The Best Lawyers In America 2014
27 Attorneys Named as The Best Lawyers in America

· 18 Potter Anderson Attorneys Recognized As 2013 Delaware Super Lawyers; Two Partners Ranked In The Top Ten

· 22 Potter Anderson Attorneys Ranked In The 2013 Edition Of Chambers USA

· Five Potter Anderson Attorneys Recognized As Top Corporate Governance Lawyers In The World
The International Who's Who of Corporate Governance Lawyers 2011 Selects 461 Lawyers

· Potter Anderson Represents Independent Directors In BJ's Wholesale Club Deal

Recent Events

· PLI's Going Private 2012: Doing The Deal Right
February 23, 2012

· Dallas Bar Association
January 10, 2012

(302) 984-6131
Client Rating N/A help_info
Submit a client review

Peer Rating 5.0 of 5

Areas of Law

  • Corporate Counseling & Governance
  • Mergers, Acquisitions & Divestitures


Peer Rating


Overall Peer Rating

5.0 out of 5.0
  • Meets very high criteria of general ethical standards
No feedback is available.
The individuals that have reviewed this lawyer have not provided any additional feedback.

Experience & Credentials



Admission Details

Admitted in 1986, Delaware
1995, North Carolina

Law School Attended

Duke University School of Law
Class of 1986

University Attended

The Pennsylvania State University
Class of 1983
With Highest Honors

Birth Information

Born in 1961
Allentown, Pennsylvania, June 23, 1961

Contact Information


(302) 984-6131


(302) 778-6131


Send email to John F. Grossbauer

Office Information
John F. Grossbauer
Hercules Plaza 1313 N. Market Street, P.O. Box 951,
Wilmington, DE 19899-0951


Potter Anderson & Corroon LLP (Wilmington, Delaware)

About Client Rating
About Peer Rating

Welcome to Martindale-Hubbell® Client Review, a new ratings service that allows you to view and provide feedback on a lawyer or law firm on service and relationship qualities such as Communication Ability, Responsiveness, Quality of Service, and Value for Money.

Determining a Rating

The Client Review Rating is determined through aggregation of validated responses. This compilation of Client Reviews translates to a numerical rating and associate descriptive term on a scale of 1 -5. 1 being lowest as "Rated" and 5 being highest as "Preeminent".

  • 4.5-5.0 Preeminent
  • 3.0-4.4 Distinguished
  • 1-2.9 Rated

Martindale-Hubbell uses a third-party resource to validate that the respondent is a living person, but cannot confirm the lawyer/client relationship, which in many cases is confidential. Clients must affirm that they are a client of the lawyer or firm identified for review at the time of the completed Client Review.

The Reviewers

Those who complete Client Reviews are clients of law firms who hired a lawyer within the last year, whose matter is not pending, and want to share their experience of that lawyer or law firm with other potential clients. Reviewers can be of any type from in-house counsel, corporate executives, small business owners to private individuals, and even sometimes another lawyer in a different jurisdiction.


Client Reviews are anonymous and reviewers' identities are not published; however a summary of basic demographics will be part of the display of responses.

Why do we collect demographics as part of the review?

Those who are researching a lawyer or law firm like to see that there are other clients who might be "like them". This is valuable information contributing to the decision-making process of hiring a lawyer.

Martindale-Hubbell's role

Martindale-Hubbell facilitates the process of Client Review by gathering responses, validating them and aggregating results for display online. The content of the responses are entirely from reviewers, the clients of the firm or lawyer.

It is important to note that Martindale-Hubbell does not undertake to develop Client Reviews for all firms and lawyers. Therefore, the fact that a firm or lawyer has not been reviewed should not be construed unfavorably. Prior results do not guarantee a similar outcome and Martindale-Hubbell accepts no responsibility for the content or accuracy of any review over which Martindale-Hubbell exercises no editorial review or control.