About Us
Lisa Stark has served as Delaware counsel on M&A deals well in excess of US $ 1 billion
She advises both private and public companies on corporate governance matters.
Lisa Stark also serves as Delaware counsel on debt and equity financing and capital market transactions.
She started her career as a corporate litigator and provides counseling on corporate litigation matters.
Corporate Governance
Lisa Stark provides advice on the governance of public and private companies, including venture-backed companies. She advises on public company governance documents, corporate governance policies and compliance, annual and special meetings of stockholders, proxy statements, stockholder activism, takeover preparedness, and organizational documents. She advises public and private companies on the fiduciary duties of directors, officers and controlling stockholders.
Mergers and Acquisitions
Lisa Stark advises private equity funds, portfolio companies and public companies on mergers, acquisitions, divestitures, asset sales, carve-outs and other significant transactions
Representative Transactons
Mergers and Acquisitions
- Axonics, Inc. on its acquisition by Boston Scientific Corporation for $3.7 billion
- Silicon Motion Technology Corporation on its US$3.8 Billion Cross-Border Take-Private Acquisition by Maxlinear, Inc.
- Light Jump Acquisition Corp. on its combination with Molech Science Ltd.
- D-Orbit on its combination with Breeze Holdings Acquisition Corp.
- Spartacus Acquisition Corporation on its Merger with NextNav
- Security Matters Limited on Scheme of Arrangement, De-SPAC and Merger with Lionheart III Corp.
- Primo Water Corporation (NASDAQ: PRMW) in connection with its sale to Cott Corporation (NASD: COTT) for approximately $775 million
- Advised Pearson PLC, a London-based leading global EdTech and workforce solutions provider, in connection with its acquisition of Credly, Inc., for approximately $200 million
- II-VI Incorporated on its US$3.2 Billion Acquisition Agreement with Finisar Corporation
- II-VI Incorporated in connection with its $6.4B acquisition of Coherent
- Sea Change International Inc. (NASDAQ: SEAC) on its deal with short-video social app Triller.
- The Goldfield Corporation on its Merger with First Reserve
- Exact Sciences Corporation (NASD: EXAS) on its Acquisitions of Cancer Detection Companies, Common Stock Sale
- Exact Sciences Corporation, on its acquisition of Biomatrica, Inc.
- Discovery Education on its Acquisition of Mystery Science
- $1.3 Billion Tender Offer for Veloxis Pharmaceuticals
- Microsoft on its US$1 Billion Equity Investment in OpenAI
- Hexagon AB on its Acquisition of MSC Software Corporation
- Tokyo Century Corporation in connection with its acquisition of a 20% stake on Aviation Capital Group
- SPX Corporation (NYSE: SPX) in connection with its acquisition of ELXSI
- SPX Corporation in connection with its reorganization under Section 251(g) of the Delaware General Corporation Law
- Ceres Inc. in connection with its acquisition by Land O’ Lakes
- Laborie in connection with its acquisition of Cogentix (NASDAQ: CGNT)
- Ridgemont Equity Partners on its acquisition of a medical products distributor
- Falfurrias Capital Partners (FCP), a private equity firm in connection with its investment in Brainlabs
* Matters worked on at prior firm.
Speaking Engagements
- Commentator, Mock Oral Argument, Board Oversight of ESG, Ray Garrett Institute, Northwestern University, October 2023
- Moderator, A Conversation with the Honorable Vice Chancellor Will, Ray Garrett Institute, Northwestern University, October 2023
- Earnouts: Trends, Pitfalls and Tips—Market Trends Subcommittee Meeting, ABA Business Law Section Fall Meeting, September 2023
- Caremark Claims, Southeast Chapter of the Society for Corporate Governance, May 2023
- Private Company Acquisitions: Negotiating and Navigating the Fraud Exception, Strafford Publications webinar, 2024, 2023 and 2022.
- M&A 2021-2022 Delaware Update: Entire Fairness Standard, Caremark Duties, Appraisal Rights, Demand Futility, Strafford Publications webinar, 2022
- Delaware Law Traps for M&A Practitioners, North Carolina Bar Association presentation, 2021
- Recent Changes in Pennsylvania and Delaware Law Affecting Corporations, LLCs and Other Entities, K&L Gates Corporate Practice Speaker Series, 2016
- Negotiating Contractual Indemnity in M&A Deals: Transactional and Litigation Considerations, Strafford Publications webinar, 2015, 2017, 2019, 2021
- Appraisal Rights: A Changing New World, Panelist, Deallawyers.com webcast, 2014
- Joint Ventures: Critical Issues, Panelist, Inter-Pacific Bar Association, Vancouver, BC, 2014
- Drafting Shareholder Agreements for Private Equity M&A Deals, Panelist, Strafford Publications webinar, 2015 and 2018
- Key Issues in Corporate Transactions: Lessons Learned from Select Delaware Cases, University of Texas School of Law's 29th Annual Technology Law Conference, 2016
- Business Formation: Start to Finish, National Bar Institute, Wilmington, DE, 2018
- Drafting Shareholder Agreements for Venture Capital Investments, Strafford Publications webinar, 2018
Select Publications
Corporate Law
- March 2023, Delaware Court Finds Corporate Officers Have Duty of Oversight and Sexual Harassment Can Be a Breach of the Duty of Loyalty
- 30 January 2023, Despite Legal and Other Challenges, Amendments to Delaware's Corporate Statute Remain Compelling
- 8 March 2022, Seventh Circuit Strikes Down Delaware Forum Selection Clause and Clears Path to Federal Court for Securities Exchange Act Claims
- April 2021, An Insolvent Corporations May Transfer All of its Assets to its Creditors Without Stockholder Approval
- March 2021, CEO's Role in Preparation of a Proxy Statement for a Merger Exposes CEO to Duty of Care Claims
- December 2020, Chancery Court Dismisses Complaint, Holding That Directors Were Not Conflicted in Approving a Merger Simply Due to the Threat of a Looming Proxy Contest
- August 2020, COVID-19: Delaware's 2020 Amendments to its General Corporation Law Respond to COVID-19 and More
- April 2020, COVID-19: Delaware and the SEC Facilitate Virtual Stockholder Meetings as the COVID-19 Outbreak Spreads
- March 2020, Delaware Holds that Directors May Choose Lower Value All-Cash Deal Over Stock Deal So Long as the Decision is Made in Good Faith and Free of Conflicts
- December 2019, another "Well-Pled" Caremark Claim Survives a Motion To Dismiss
- November 2019, another "Well-Pled" Caremark Claim Survives A Motion To Dismiss: Lessons From Recent Cases on Risk Management, Compliance Systems, And Fiduciary Duties
- 30 May 2018, Chancery Court Finds That Interested Directors Breached Their Fiduciary Duties in Granting Themselves Stock Options but Awards Nominal Damages
- 18 May 2017, Delaware Proposes New Legislation Addressing Electronic Databases for Corporate Records, Dating Requirement for Stockholder Consents, and More
M&A
- April 2020, COVID-19: Responding to Stockholder Activists and Hostile Takeovers in an Uncertain Environment
- October 2019, Termination Fee is Not Exclusive Remedy for Breach of No-Shop
- September 2019, Delaware Court of Chancery Applies Entire Fairness Review in Finding That Controlling Stockholders and Special Committee Members Breached Fiduciary Duties to Target Stockholders
- 11 October 2018, Delaware Chancery Court Makes Groundbreaking "Material Adverse Effect" Finding Allowing Buyer to Terminate Merger Agreement
- 12 April 2018, Recent Case Interpreting Voting Agreement Highlights Delaware Law Traps
- 7 February 2018, Transparency is the Best Policy: Teetering on the Edge of Misleading
- 14 September 2017, Chancery Court Declines to Dismiss Fiduciary Claims Arising From A Self-Tender Offer
- 20 April 2017, Chancery Court Holds That Stockholder Vote on Merger Was Neither Fully Informed nor Uncoerced