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 Dallas Bar M&A Section, Houston Bar M&A Committee Meeting and
Delaware Business Law Forum. In addition, John has served 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:
Sealy Corp. in its proposed sale to Tempur-Pedic
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:
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.
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
· What Is Independence?
· 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
· Top-Up Options And Short Form Mergers
· 2002 Summary Of Amendments To The Delaware General Corporation Law
· Entire Fairness Standard Of Review Does Not Apply In Short-Form Mergers
· Special Committees: A Primer
· Sox Appeal: Is The Delaware Judiciary Heightening Its Standards For Director Independence And Good Faith?
· 2009 Proposed Amendments To Delaware General Corporation Law
· 2013 Proposed Amendments To The Delaware General Corporation Law
· Court Of Chancery Provides Guidance On Top-Up Options
· Stockholder Rights Plans In Negotiated Mergers: Issues Of Delaware Law
· Recent Developments Concerning Standards Of Judicial Review In Delaware Corporation Law
· Court Of Chancery Issues Significant Decision On Special Committee Process
· 2010 Amendments To Delaware General Corporation Law
· In Re John Q. Hammons Hotels, Inc.: A New Roadmap For Conflict Transactions?
· Amendments To Delaware General Corporation Law
· An M&A Lawyer's Guide To The DGCL Amendments
· The Delaware Court Of Chancery Reaffirms The Vitality Of The Poison Pill In Airgas
· The Delaware Supreme Court Strikes A Balance In CA, Inc. V. AFSCME
· The Practice Corner: Special Committees
· 2008 Amendments To The Delaware General Corporation Law
· Negotiate With Care: Recent Delaware Developments Relating To Indemnification And Advancement
· Analyzing The Latest Amendments To The Delaware General Corporation Law
· Delaware Court Of Chancery Delays Vote On CVS/Caremark Merger
Recent News
· 23 Potter Anderson & Corroon Attorneys Ranked By Chambers USA
· 26 Potter Anderson Attorneys Listed In The Best Lawyers In America 2013
· 17 Potter Anderson Attorneys Recognized As Delaware Super Lawyers
· 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
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