EDITORIAL REVIEW

---

Morton makes deals happen, including Biosite's $1.55B sale to Inverness Medical and Siebel Systems' purchase by Oracle.


He helped American Pharmaceutical Partners acquire American BioSource, and guided InfoUSA through a 2006 proxy contest.


He represents companies, executives and directors in all aspects of his state’s complex corporate laws.

VISITOR RATINGS (on a scale of 1 to 10 with 10 being best)

---

ANONYMOUS REVIEWER
relationship: work together (M&A/Corporate Governance) rates/fees: This information is confidential. comments: Mark is a first rate corporate lawyer and a thought leader in M&A and corporate governance circles. He is insightful and creative. His clients love his energy and responsiveness as well as his creativity and extensive experience in M&A transactions. Mark is also very active in representation of special committees on transactions. He is a sought-after speaker on various ABA and other (e.g., PLI) programs, and is a prolific writer. I am proud to call him my partner.		service 10 expertise 10 quality 10 overall 10 recommend? yes

Contact Lawdragon about the information in this review.

Mark A. Morton
Partner

TEL: (302) 984-6078
FAX: (302) 778-6078
Cell number (302) 750-4891
mmorton@potteranderson.com

Mr. Morton's practice involves corporate counseling, governance and opinion work. Mr. Morton regularly advises clients regarding all aspects of the Delaware General Corporation Law, governance of Delaware corporations, and fiduciary obligations, both in the context of daily business affairs and with respect to specific corporate transactions. Mr. Morton also authors opinion letters on a wide range of matters of Delaware corporation law.

Mr. Morton represents corporations and boards of directors in connection with mergers, asset sales, dividends, stock repurchases, charter and bylaw amendments, preferred stock designations, and dissolutions. In addition, Mr. Morton frequently is engaged to serve as counsel to Special Committees in connection with various conflict transactions, including M&A transactions.

Mr. Morton currently serves as a member of the firm's Opinion Committee and as a member of its Business Development Committee.

Mr. Morton has been named by Chambers, USA: America's Leading Lawyers for Business as a leading Delaware Corporate/M&A practitioner, and by Lawdragon as one of the Lawdragon 500 New Stars, New Worlds.

Education

• Georgetown University Law Center, J.D., 1989; The Tax Lawyer, 1987-88
• Dickinson College, B.A., cum laude, 1985

Representative Matters

• Representation of InfoUSA in connection with proxy contest for 2006 Annual Meeting.
• Representation of Inamed Corporation in connection with its acquisition by Allergan, Inc.
• Representation of American Pharmaceutical Partners in connection with its acquisition of American BioSource, Inc.
• Representation of Siebel Systems in connection with its acquisition by Oracle.
• Representation of a special committee of the Board of Directors of Eon Labs in connection with the acquisition of Eon Labs by Novartis.
• Representation of a special committee of the Board of Directors of Dreamworks Animation in connection with the sale of Dreamworks Studios to Paramount Studios.
• In addition to the matters listed above, in recent years Mr. Morton has served as special Delaware counsel for special committees of the Boards of Directors for such corporations as: Affiliated Computer Services, Inc., G.P. Strategies, Inc., Hotels.com, IGEN, Inc., Insituform East, Inc., Kenetech Corporation, National Steel Corporation, Rare Medium, Sodexho Marriott, TDK Mediactive, Unico Corporation, and Venoco, Inc.

Seminars & Speeches

Mr. Morton is a frequent speaker on the national level on matters of Delaware corporation law. Most recently, Mr. Morton spoke at the UCLA M&A First Monday Forum, the ABA National Institute on Negotiating Business Acquisitions, the Southeastern M&A Forum, and at events sponsored by various State Bar Association M&A committees. In addition, Mr. Morton has been a speaker in a number of programs sponsored by the Negotiated Acquisitions Committee of the ABA, and 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.

Professional Activities

• Delaware State Bar Association
• American Bar Association; Negotiated Acquisitions Committee, Business Law Section; Task Force on Public Companies; Vice Chair, M&A Dictionary Task Force

Bar & Court Admissions

• Delaware, 1989

Practice Areas

• Corporation Law - Counseling and Governance
• Mergers, Acquisitions and Divestitures

News & Publications

• Potter Anderson & Corroon Partner Donald Wolfe Named Among Top 500 Leading Lawyers in America by Lawdragon
• Mark Morton Recognized as a Leading International M&A Lawyer
• Five Practices and 22 Potter Anderson Attorneys Ranked by Chambers USA Guide
• Potter Anderson participates in Motorola’s Split into Two Companies
• M&A Targets Today: Seeking Deal Certainty in an Uncertain Environment
• Charting a New Course: Long-Term Value vs. Short-Term Reward
• Go-Shops: Market Check Magic or Mirage?
• Buyer Beware: The Fiduciary Duties of a Buyer’s Board
• A Ripple or a Wave: Hedge Fund Litigation in Delaware
• Clarity or Confusion: The 2005 Amendment To Section 271 of the Delaware General Corporation Law
• The Duty of Disclosure and Appraisal: Say What?
• The Omnipresent Specter of the Duty of Good Faith
• Delaware-Centric Musings on Disney, TOYS "R" US, TCI, Unisuper, and Examen
• A Note of Caution: Adopting a Rights Plan Against a Controlling Stockholder
• Stockholder Voting and Subsidiary Asset Sales After Hollinger
• Top-Up Options and Short Form Mergers
• What is the Appropriate Standard of Review for Deal Protection Measures?
• No Fair in Delaware
• Ball and Chain
• Recent Delaware Law Developments Concerning No-Talk Provisions - From "Just Say No" to "Can't Say Yes"
• A Discussion of the Recent Amendments to Section 251 of The Delaware General Corporation Law

Biography Title: Firm: Law School: Graduation:   Notable case(s), past or present (include date if possible):   Selected clients: Areas of Expertise:   Bar Memberships:   Clerkships:   Honors:

Q&A Best moment of career:   Worst moment of career:   Attorney you most admire:   Favorite activities (besides the Law):   Favorite Sports Team (if you have one), or Favorite Theater or Museum, etc:   If you weren’t a lawyer, what would you be?:   What do you read most often:   Notable law school classmates:   Why are you proud to be a lawyer?: