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 Ancestry.com, 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.

infoUSA

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

Publications

· 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
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Areas of Law

  • Corporate Counseling & Governance
  • Mergers, Acquisitions & Divestitures

 

Peer Rating

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Overall Peer Rating

5.0 out of 5.0
  • Meets very high criteria of general ethical standards
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Experience & Credentials

Position

Partner

Admission Details

Admitted in 1986, Delaware
1995, North Carolina

Law School Attended

Duke University School of Law
Class of 1986
J.D.

University Attended

The Pennsylvania State University
Class of 1983
B.A.
With Highest Honors

Birth Information

Born in 1961
Allentown, Pennsylvania, June 23, 1961

Contact Information

Phone

(302) 984-6131

Fax

(302) 778-6131

Email

Send email to John F. Grossbauer


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

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Potter Anderson & Corroon LLP (Wilmington, Delaware)

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