William J. Haubert

Director

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Overview

Bill Haubert is “a master of Delaware M&A case law” with “great judgment in very difficult and tricky situations” (Chambers USA).

“The man to have in Delaware” (The Best Lawyers in America), Bill counsels corporations, officers, directors, board committees, stockholders, and investors on matters involving the General Corporation Law of the State of Delaware and related issues of fiduciary duty, corporate governance, and corporate law arising in a wide variety of transactional and operational contexts.

Backed by his “encyclopedic knowledge of Delaware law” (Chambers USA), Bill advises clients on mergers, acquisitions, divestitures, defensive planning, capital-raising transactions, and stockholder meetings. He also represents special committees in transactional matters and renders legal opinions on Delaware corporate law issues.

Bill has authored numerous articles and lectures frequently on Delaware corporate law and served as co-chair of the firm’s Corporate Department from 2017 through 2020.

PRACTICES

Corporate Transactions
Corporate Governance
Mergers & Acquisitions
Special Committees & Investigations

Clerkships

The Honorable William B. Chandler III, Delaware Court of Chancery, 1991-92

Select Experience

Represented a public pharmacy services company in connection with a hostile tender offer and the company’s adoption of a stockholder rights plan
Represented the board of directors of a public government services provider in connection with its sale to a private equity firm
Represented a special committee of a public natural gas and oil company in connection with the negotiation of a PIPE investment to fund an acquisition by the company
Represented a public health-care service and technology provider in connection with its sale to a private equity firm involving the allocation of merger consideration between common and preferred stockholders
Represented a private manufacturing company in connection with its consideration of competing cash offers, including a hostile cash offer
Represented a special committee of the board of directors of a public drug development company in connection with its consideration of competing cash and stock transactions and other strategic alternatives
Represented a public electronic payment processing company in connection with the nomination of two short slates of directors submitted by dissident stockholders at the annual meeting of stockholders
Represented a hedge fund stockholder in connection with the nomination of persons for election and other proposals at the annual meeting of stockholders of a public offshore oil and gas support services company
Represented a TIDE committee of the board of directors of a public automotive parts manufacturing company in connection with its consideration of the company’s stockholder rights plan
Represented a private self-regulatory organization in connection with various governance issues, including the election and removal of persons to and from the governing body and board process issues
Represented a majority stockholder in connection with its tender offer and short-form merger acquisition of its public media subsidiary
Represented a special committee of a private drug development company in connection with its consideration of refinancing alternatives
Represented a public media and entertainment company in connection with its consideration of an amendment to its stockholder rights plan for a significant institutional stockholder
Represented a public food and beverage company in connection with the payment of a significant dividend to the stockholders of the company from the proceeds of a new credit facility
Represented a public for-profit post-secondary education company in connection with a legal opinion as to the need for stockholder approval of an asset sale under Delaware law

Education

Cornell Law School, J.D., cum laude, 1991
Villanova University, B.S., summa cum laude, 1988

Publications

Significant Proposed Amendments to the General Corporation Law of the State of Delaware

Insights | June 2013

The 2013 proposed amendments to the DGCL include some of the most substantial and groundbreaking developments in statutory law in Delaware in years.

2012 Amendments to the General Corporation Law of the State of Delaware

Insights | August 2012

Legislation amending the General Corporation Law of the State of Delaware was adopted by the Delaware General Assembly and was signed by the Governor of the State of Delaware on June 29, 2012.

2011 Amendments to the General Corporation Law of the State of Delaware

Insights | August 2011

Legislation amending the General Corporation Law of the State of Delaware was adopted by the Delaware General Assembly and was signed by the Governor of the State of Delaware on July 7, 2011.

Recent Delaware Going-Private and Related Case Law

Going Private: Doing the Deal Right | Practicing Law Institute, 2011

2008 Amendments to the General Corporation Law of the State of Delaware

Insights | August 2008

Legislation amending the General Corporation Law of the State of Delaware (the DGCL) has been adopted by the Delaware General Assembly and was signed by the Governor of the State of Delaware on June 26, 2008. The DGCL amendments became effective upon signing by the Governor. The DGCL amendments are designed to keep Delaware law current…

What You Don’t Say Can Hurt You: Delaware’s Forthright Negotiator Principle

Insights | February 2008

In United Rentals, Inc. v. RAM Holdings, Inc., the Delaware Court of Chancery used the forthright negotiator principle in interpreting an otherwise ambiguous contractual provision. The Court applied this principle in denying the plaintiff’s petition for specific performance of a merger agreement. Those involved in the negotiation of contractual provisions should take note; in certain circumstances…

“Drafting Merger Agreements and Counseling Merger Parties: Lessons from IBP, Inc. v. Tyson Foods, Inc.”, 10 The Corporate Governance Advisor 16, January/February 2002
“Delaware Court Expounds on Director’s Duty in Granting Section 203 Waiver”, 9 The Corporate Governance Advisor 25, January/February 2001
“Valuation of Securities in a Revlon Context”, 12 Insights 7, April 1998
“Election of Directors by Written Consent: Hoschett v. TSI Int’l Software, Ltd.” 4 The Corporate Governance Advisor 14, November/December 1996
“Disparate Treatment of Shareholders in a Merger”, 28 The Review of Securities & Commodities Regulation 133, 1995
“Debt Restructuring Rules Favor the Insolvent”, 10 Journal of Taxation of Investments 300, 1993
“Abstentions and Broker Non-Votes in Delaware,” 7 Insights 36, December 1993

Recognition

Chambers USA, since 2007, Band 1 (Corporate/M&A)
The Legal 500, 2022, 2019, 2018, 2017, 2016 (M&A/Corporate)
The Best Lawyers in America, since 2009 (Corporate/Corporate Governance/Mergers and Acquisitions); Wilmington, DE Mergers and Acquisitions Law Lawyer of the Year, 2023
Super Lawyers, since 2010 (Mergers & Acquisitions)
IFLR1000
Who’s Who Legal, since 2012 (Corporate Governance/Mergers & Acquisitions)

Bar Admissions

Delaware, 1992
United States District Court, District of Delaware

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William J. Haubert

Overview

PRACTICES

Clerkships

Select Experience

Education

Publications

Recognition

Bar Admissions

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