EDITORIAL REVIEW

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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.




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Partner

TEL: (302) 984-6131
FAX: (302) 778-6131

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 management, 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.

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 The McClatchy Company in its acquisition of Knight-Ridder, AmeriTrade in the acquisition of TDWaterhouse, R.H. Donnelley in its acquisition of Dex Media, Inc., Cerberus in connection with its proposed acqusition of a controlling stake in GMAC, a special committeee of West Corporation in its proposed leveraged recapitalization by TH Lee, and iFilm in its acquisition by Viacom. Recent proxy contest activity includes contests involving 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 spoke at the 2006 Annual Meeting of the Mid-Atlantic Chapter of the Society of Corporate Secretaries and Governance Professionals in Philadelphia, PA. 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, Sucommittee on Indemnification, Task Force on Director & Officer Liability, Business Law Section; International Transactions, Task Force, Negotiated Acquisitions Committee; Business Law Section

Bar & Court Admissions

•	Delaware, 1986
•	North Carolina, 1995

Practice Areas

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

News & Publications

•	17 Potter Anderson & Corroon Attorneys Listed in The Best Lawyers in America 2007
•	19 Potter Anderson Attorneys and Five Practice Areas recognized in 2006 Chambers USA: America's Leading Lawyers for Business
•	Potter Anderson Lands Six Attorneys in Lawdragon "3000 Leading Lawyers in America" and One in Lawdragon 500
•	2005 Amendments to the Delaware General Corporation Law
•	2005 Developments in Delaware Corporate Law
•	A Hot Winter in Delaware's Courts: Recent Developments in Delaware Corporate Law
•	Court of Chancery Issues Significant Decision on Special Committee Process in Challenge to TCI/AT&T Merger
•	Delaware Addresses Majority Voting: The 2006 Amendments to the General Corporation Law
•	Entire Fairness Standard of Review Does Not Apply in Short-Form Mergers
•	Recent Developments Concerning Standards of Judicial Review in Delaware Corporation Law
•	Sox Appeal: Is The Delaware Judiciary Heightening Its Standards For Director Independence and Good Faith?
•	Summary of 2004 Amendments to the Delaware General Corporation Law and the Constitution of the State of Delaware
•	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
•	What is Independence?
•	What is the Appropriate Standard of Review for Deal Protection Measures?