Eric S Klinger-Wilensky

Practice Areas

Eric advises corporations on a broad array of transactions, including mergers and acquisitions, spin-offs and split-offs, and capital raises. He also advises generally on matters of corporate governance.

A major focus of his practice is representing special committees of independent directors in considering transactions involving potential conflicts of interest. With over two decades of experience, Eric has led the Morris Nichols team on some of the firm’s largest and most complex special committee representations, including several involving controlling stockholder take-private transactions.

Eric also has particular experience with transactions structured as tender offers followed by “medium-form” mergers. He served as a lead drafter of legislation that ultimately became Section 251(h) of the Delaware General Corporation Law (DGCL), that facilitated and led to an increase in the use of such transactions. Following adoption of that legislation, Eric served as a co-chair of the American Bar Association (ABA) Section of Business Law Mergers and Acquisitions Committee Task Force on Two-Step Transactions. In that role, he co-edited the ABA’s Model Tender Offer Agreement treatise published in 2020. Eric also served as a lead drafter of Section 267 of the DGCL, that allows non-corporate entities to be the acquiring entities in “short-form” mergers.

Eric devotes a material part of his practice to assisting in M&A litigation, and has been involved in a number of precedent-setting M&A and other corporate cases decided by the Delaware courts over the past twenty years, particularly those involving deal certainty. Eric often applies the knowledge gained in this aspect of his practice to the advice he provides to clients in the transactional context. In addition, he provides opinions on matters of Delaware law, including closing opinions and in the capacity as an expert witness in non-Delaware forums, including those of Singapore, Australia, and Ireland.

Career

Law Clerk to Chancellor William B. Chandler III and Vice Chancellor John W. Noble, Delaware Court of Chancery, 2003-2004

Professional Memberships

American Bar Association: Business Law Section (Private Equity and Venture Capital Committee (former chair), Mergers and Acquisitions Committee, Two-Step Merger Agreement Task Force (former co-chair), Diversity Committee (LGBT Involvement Subcommittee, former vice chair)); Delaware State Bar Association: Corporation Law Section and Lawyer Assistance Committee

Publications

Co-edited the ABA’s “Model Tender Offer Agreement” treatise.

Education