Stephanie Norman

Ranked in 1 Practice Areas

Up and Coming

Corporate/M&A

Delaware

1 Years Ranked

About

Provided by Stephanie Norman

USA

Practice Areas

Corporate Transactions

Corporate Governance

Mergers & Acquisitions

Special Committees & Investigations

Career

Stephanie Norman has established herself as a thought leader in the Delaware corporate bar. Stephanie is a skilled transactional attorney known for her thoughtful yet practical contributions to M&A agreements and other corporate deal processes. Her practice includes drafting organizational corporate documents, assisting corporations and practitioners in remedying defective corporate acts, and handling M&A transactions, including providing advice regarding fiduciary duties, deal-protection measures, and related matters of Delaware corporate and contract law.

Stephanie served as a member of a subcommittee of the Corporation Law Council of the Corporation Law Section of the Delaware State Bar Association, which is the body responsible for proposing amendments to Delaware’s corporation and alternative entity laws, in connection with the amendments to Delaware’s ratification and validation statutes. Through her exceptional command of the ratification process, she has successfully guided clients through thorny authorization and capitalization issues.

Stephanie has published numerous articles on matters of Delaware corporate law and governance, and she is a sought-after presenter on issues of Delaware corporate law and practice.

Publications

“The Delaware Supreme Court Provides Guidance on Directors’ Fiduciary Duty of Disclosure,” Insights, April 2018

“2018 Proposed Amendments to the General Corporation Law of the State of Delaware,” Insights, April 2018

“Proposed Amendments to Section 204 of the Delaware General Corporation Law Resolve Uncertainty Created by the Reasoning in Nguyen v. View, Inc.,” In Our Opinion, Spring 2018

“The Limits of Ratification: Delaware Supreme Court and Director Equity Incentive Awards,” Insights, January 2018

“Nguyen v. View, Inc.: The Delaware Court of Chancery Holds that Acts Deliberately Rejected by Stockholders Are Not Subject to Ratification under Section 204 of the Delaware General Corporation Law,” In Our Opinion, Summer 2017

“The Delaware Court of Chancery Revisits Director Equity Awards,” Insights, May 24, 2017

“Frechter v. Zier: Delaware Court of Chancery Provides Guidance on Supermajority Voting Provisions,” Insights, March 31, 2017

“Delaware Supreme Court Revisits Director Independence in Considering Derivative Demands,” Insights, February 28, 2017

“Recent Delaware Court of Chancery Opinion Provides Guidance on Advancement and Indemnification,” Insights, October 2015

“Delaware Supreme Court Provides Guidance on Drafting Advance Notice Bylaws,” Insights, July 2015

“New Delaware Court of Chancery Opinion Provides Guidance for Director Compensation Practices,” Insights, June 2015

“Court Sanctions Forum Selection Arrangements and Confirms Power to Restrict Books and Records Inspections,” Insights, March 2015

“Recent Chancery Court Opinions on Ripeness,” Delaware Business Court Insider, December 10, 2014

“Chancery Dismisses Stockholder Suit Over Expedia CEO Award,” Delaware Business Court Insider, July 30, 2014

“Proposed Amendments to the DGCL to Limit Applicability Of the Delaware Supreme Court’s Holding in ‘ATP Tour’,” Corporate Counsel Weekly, June 18, 2014

“Klaassen v. Allegro: Implementing the Stockholders’ Agreement,” Delaware Business Court Insider, December 4, 2013

“Preserving (or Limiting) Contractual Claims to Address ‘Sandbagging’,” Delaware Business Court Insider, July 24, 2013

“The Equitable Case for Ratification,” Delaware Business Court Insider, March 27, 2013

Professional Memberships

Delaware State Bar Association, Corporation Law Council Subcommittee

Work Highlights

Delaware counsel to Apollo Global Management in connection with its conversion to a Delaware corporation and in connection with multiple public company acquisitions, including Diamond Resorts International Inc.

Delaware counsel to multiple private equity firms in connection with their conversion to Delaware corporations, including Ares Management Corporation, the Carlyle Group Inc., and the Blackstone Group Inc.

Representation of the special committee of the board of directors of TerraForm Power, Inc. in connection with its acquisition by affiliates of its controlling stockholder

Representation of the special committee of the board of directors of Federal-Mogul Holdings, Inc. in connection with its acquisition by affiliates of its controlling stockholder

Representation of the special committee of the board of directors of WildHorse Resource Development Corporation in connection with an equity financing transaction

Representation of the special committee of the board of directors of Covenant Surgical Partners in connection with its acquisition

Representations of multiple public and private corporations in connection with ratification of defective corporate acts under Section 204 of the Delaware General Corporation Law

Delaware counsel to private equity firms in connection with venture capital financings

Delaware counsel of numerous public and private corporations in connection with sell-side and buy-side mergers and acquisitions

Delaware counsel of numerous corporations in connection with the adoption of their IPO certificate of incorporation and bylaws and structural profile

Education

Georgetown University Law Center

J.D.

2011

New York University

B.A., magna cum laude

2008

Awards

Chambers USA

The Legal 500

The Best Lawyers in America

Super Lawyers

Delaware Today Top Lawyer

Expert in these Jurisdictions

Delaware, 2011

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Bankruptcy/Restructuring

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Stephanie Norman

USA Guide 2023

Up and Coming : Corporate/M&A

About

Practice Areas

Career

Publications

Professional Memberships

Work Highlights

Education

Awards

Expert in these Jurisdictions

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