EDITORIAL REVIEW
He crossed all T's and dotted all I's for AmeriTrade's acquisition of TDWaterhouse, Knight-Ridder's purchase by McClatchy Co. and Premium Standard Farms's proposed sale to Smithfield Foods.
— Lawdragon, July 2007
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John F. Grossbauer
Partner
TEL: (302) 984-6131
FAX: (302) 778-6131
jgrossbauer@potteranderson.com
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. Mr. Grossbauer 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. Mr. Grossbauer also authors opinion letters on matters of Delaware corporation law, including opinions relating to shareholder proposals. Mr. Grossbauer 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 "3000 Leading Lawyers in America" and one of "The Law Dragon 500 Leading Dealmakers."
Education
- Duke University School of Law, J.D., 1986
- Pennsylvania State University, B.A., With Highest Honors, 1983
Representative Matters
Mr. Grossbauer has advised on a number of recent public company transactions, including representing a Goldman Sachs affiliate in connection with its investment in MoneyGram International Inc., Citadel Investment Group in its acquisition of Ion Media Networks, Inc., a special committee of directors of Harrahs, Inc. in its going-private transaction, Solectron in its acquisition by Flextronics, Premium Standard Farms in its sale to Smithfield Foods, The McClatchy Company in its acquisition of Knight-Ridder, AmeriTrade in the acquisition of TDWaterhouse, Cerberus in connection with its acquisition of a controlling stake in GMAC, a special committee of West Corporation in its leveraged recapitalization by TH Lee, and iFilm in its acquisition by Viacom. Recent proxy contest activity includes contests involving Take-Two Interactive Software, Inc., Office Depot, Inc., CNET Networks, Inc., infoUSA, The Walt Disney Corporation and El Paso Corporation.
Seminars & Speeches
Mr. Grossbauer is a frequent speaker on matters of Delaware corporation law. He recently served as a panelist on a webcast sponsored by TheCorporateCounsel.net entitled, "Conduct of the Meeting," and spoke at the West Legalworks 29th Annual Institute on Proxy Statements and Critical Corporate Disclosures in San Francisco, CA, and also spoke on stock option issues at the 2007 Annual Meeting of the American Bar Association. In addition, Mr. Grossbauer 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: Member, 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
Bar & Court Admissions
- Delaware, 1986
- North Carolina, 1995
Practice Areas
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