Gregory P. Williams

Director

302.651.7734
302.498.7734 (fax)
williams@rlf.com
Greg Williams, widely recognized as one of the leading corporate litigators in Delaware, is currently chair of Richards Layton’s Corporate Department and has served as the firm’s president. Greg primarily represents corporations and their directors and officers. He provides non-litigation advice and counseling to his clients and represents them in courts in Delaware and across the country. Greg also represents committees of boards of directors formed to negotiate transactions or investigate alleged corporate wrongdoing.
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Select Experience

  • The New York Stock Exchange and its directors in litigation challenging the proposed NYSE-ICE merger
  • Directors of Dell Inc. in litigation relating to the proposed going-private transactions
  • Office Depot in connection with its proposed merger with Office Max
View Experience >

Greg Williams primarily represents corporations and their directors and officers. He provides non-litigation advice and counseling to his clients and represents them in courts in Delaware and across the country. Greg also represents committees of boards of directors formed to negotiate transactions or investigate alleged corporate wrongdoing.

Greg is chair of the firm’s Corporate Department, which includes the Corporate Litigation Group. He served as president of the firm from July 2006 to June 2008 and as executive vice president from July 2003 to June 2006.

The author of numerous articles regarding corporate law, Greg serves on the board of editors of The M&A Lawyer. He was recently featured in articles published in Super Lawyers and Lawdragon

Experience

2014 - 2015 Representations

  • Dell Computer in appraisal litigation, one of the largest appraisal proceedings ever
  • JP Morgan Chase in connection with numerous stockholder litigations and demands for inspection of documents
  • Dollar Tree in conjunction with its successful defense of stockholder litigation concerning its acquisition of Family Dollar
  • Office Depot in connection with its merger with Staples
  • KKR in conjunction with its merger with KFN Financial Holdings
  • SAP in connection with its acquisition of Concur Technologies

2011 - 2013 Representations

  • The New York Stock Exchange and its directors in litigation challenging the proposed NYSE-ICE merger 
  • Directors of Dell Inc. in litigation relating to the proposed going-private transactions 
  • Office Depot in connection with its proposed merger with Office Max
  • Honeywell in litigation relating to its acquisition of Intermec 
  • Successfully represented Barnes & Noble founder Leonard Riggio in a trial in the Court of Chancery involving allegations of breach of fiduciary duty in connection with a proxy contest
  • Special committee of Crown Media (a Hallmark affiliate)
  • Nvidia in litigation against Intel
  • Special committee of the board of Norfolk Southern
  • Special committee of J. Crew
  • 3G in litigation regarding its acquisition of Burger King
  • Bucyrus in litigation regarding its acquisition by Caterpillar
  • GE Healthcare in litigation regarding its acquisition of Clarient
  • Unilever in litigation involving its acquisition of Alberto Culver

Prior Representations

  • Represented directors of The Walt Disney Company in a 2½-month successful trial in the Court of Chancery and successfully arguing the appeal before the Supreme Court of Delaware
  • Successfully defended an application to enjoin the $4 billion acquisition of Checkfree Corporation by Fiserv, Inc.
  • Successfully defended an application to enjoin the acquisition of WCI Steel, Inc.
  • Successfully defended Citigroup Inc. CEO and directors from personal liability for the disastrous consequences of their heavy investments in subprime loans and securities. Since Citigroup and most of the banks and financial services industry firms that have foundered in the recent fiscal storm are chartered in Delaware and play by its corporate governance rules, the decision of the influential Chancery Court is expected to have a wide impact
  • Successfully represented the Insurance Commissioner of Delaware in proceedings in the Court of Chancery challenging the Commissioner's ability to implement, through workers' compensation insurance rate-making, legislatively created medical care cost savings

Publications

  • "Chancery Arbitrations after Year One: Annotated New Form," ABA, August 16, 2012   View >
  • "Super Lawyers Attorney Spotlight - Delaware Corporate Litigator Greg Williams Represents Business Titans," Super Lawyers, 2012   View >
  • "Director Liability: From Van Gorkom to Southern Peru and Beyond," Insights, April 2012   View >
  • "Notice, Cooperation, and Consent: Common Insurance Issues Arising in Delaware Deal Litigation," Insights, February 2012   View >
  • "Arbitration in the Delaware Court of Chancery," Insights, July 2011   View >
  • "Court of Chancery Clarifies the Reach of Revlon in Mixed Consideration Deals," The M&A Lawyer, June 2011   View >
  • "Poison Pills - How Effective Is Too Effective?," The M&A Lawyer, September 2010   View >
  • "What You Don't Say Can Hurt You: Delaware's Forthright Negotiator Principle," Insights, February 2008   View >
  • "Contributor, Meetings of Stockholders, R. Franklin Balotti and Jesse A. Finkelstein,"   View >

Presentations

  • "Delaware Law Developments 2015: What All Business Lawyers Need to Know," June 4, 2015
  • "Minnesota CLE and MSBA Business Law Section 2015 Business Law Institute," May 4, 2015
  • "33rd Annual Federal Securities Institute," February 5, 2015
  • "42nd Annual Securities Regulation Institute," January 26, 2015
  • "Delaware Law Developments 2014: What All Business Lawyers Need to Know," May 28, 2014
  • "26th Tulane Corporate Law Institute," March 27, 2014
  • "The 32nd Annual Federal Securities Institute," February 6, 2014
  • "Delaware Law Update," November 15, 2013
  • "22nd Annual Corporate and Securities Law Seminar," October 18, 2013
  • "Delaware Law Developments 2013: What All Business Lawyers Need to Know," May 29, 2013
  • "33rd Annual Ray Garrett Jr. Corporate and Securities Law Institute," May 2, 2013
  • "The 31st Annual Federal Securities Institute," February 14, 2013
  • "Delaware Law Developments 2012: What All Business Lawyers Need to Know," June 12, 2012
  • "32nd Annual Ray Garrett Jr. Corporate and Securities Law Institute," May 3, 2012
  • "Delaware Corporate Law Webinar," March 2012
  • "The 30th Annual Federal Securities Institute," February 16, 2012
  • "Florida Directors' Institute," October 28, 2011
  • "Southeastern Business Law Institute," October 27, 2011
  • "8th Annual Institute on Corporate, Securities, and Related Aspects of Mergers and Acquisitions," October 13, 2011
  • "Recent Developments in the Delaware Courts," October 5, 2011
  • "Delaware Law Developments 2011: What All Business Lawyers Need to Know," May 18, 2011
  • "Atlanta Bar Association Business & Finance Section and Securities & Corporate Litigation Section Meeting," April 27, 2011
  • "The 29th Annual Federal Securities Institute," February 16, 2011
  • "Delaware Corporate Law Webinar [Audio only]," November 2010
  • "7th Annual Institute on Corporate, Securities and Related Aspects of Mergers and Acquisitions," October 7, 2010
  • "Delaware Law Developments 2010: What All Business Lawyers Need to Know," May 6, 2010
  • "30th Annual Ray Garrett Jr. Corporate & Securities Law Institute," April 29, 2010
  • "Tulane University Law School's 22nd Annual Corporate Law Institute," April 15, 2010
  • "The 28th Annual Federal Securities Institute," February 11, 2010

Awards

  • American College of Trial Lawyers Fellow
  • Litigation Counsel of America Fellow
  • Chambers USA
  • Benchmark Litigation
  • The Best Lawyers in America, "Bet the Company Litigator," 2009-2015
  • Best Lawyers’ Wilmington, DE Mergers and Acquisitions Lawyer of the Year, 2012
  • Lawdragon 500 Leading Lawyers in America, 2008-2015  
  • Super Lawyers, Top 10 in Delaware 2007-2015, No. 1 in Delaware 2011
  • Who’s Who Legal
  • The Legal 500

Leadership

  • Court of Chancery Rules Committee, Chair, appointed by the Chancellor of the Delaware Court of Chancery, 2008-2015
  • Litigation Rules Committee of the Delaware Supreme Court, Chair, 1996-2008, 2015
  • Chair, Corporate and Securities Law Subcommittee, United States Law Firm Group, 1995-2003
  • PLI annual seminar, “What All Business Lawyers Must Know About Delaware Law Developments,” New York, NY, Co-Chair, 2006-present
  • Annual seminar, “Federal Securities Institute,” Miami, FL, Co-Chair, 2009-present

Education

  • J.D., College of William & Mary School of Law, William and Mary Law Review, 1982
  • B.A.A.S., cum laude, University of Delaware, 1979

Admitted to Practice

  • Delaware
  • United States Court of Appeals Third Circuit
  • United States District Court, District of Delaware

Experience

2014 - 2015 Representations

  • Dell Computer in appraisal litigation, one of the largest appraisal proceedings ever
  • JP Morgan Chase in connection with numerous stockholder litigations and demands for inspection of documents
  • Dollar Tree in conjunction with its successful defense of stockholder litigation concerning its acquisition of Family Dollar
  • Office Depot in connection with its merger with Staples
  • KKR in conjunction with its merger with KFN Financial Holdings
  • SAP in connection with its acquisition of Concur Technologies

2011 - 2013 Representations

  • The New York Stock Exchange and its directors in litigation challenging the proposed NYSE-ICE merger 
  • Directors of Dell Inc. in litigation relating to the proposed going-private transactions 
  • Office Depot in connection with its proposed merger with Office Max
  • Honeywell in litigation relating to its acquisition of Intermec 
  • Successfully represented Barnes & Noble founder Leonard Riggio in a trial in the Court of Chancery involving allegations of breach of fiduciary duty in connection with a proxy contest
  • Special committee of Crown Media (a Hallmark affiliate)
  • Nvidia in litigation against Intel
  • Special committee of the board of Norfolk Southern
  • Special committee of J. Crew
  • 3G in litigation regarding its acquisition of Burger King
  • Bucyrus in litigation regarding its acquisition by Caterpillar
  • GE Healthcare in litigation regarding its acquisition of Clarient
  • Unilever in litigation involving its acquisition of Alberto Culver

Prior Representations

  • Represented directors of The Walt Disney Company in a 2½-month successful trial in the Court of Chancery and successfully arguing the appeal before the Supreme Court of Delaware
  • Successfully defended an application to enjoin the $4 billion acquisition of Checkfree Corporation by Fiserv, Inc.
  • Successfully defended an application to enjoin the acquisition of WCI Steel, Inc.
  • Successfully defended Citigroup Inc. CEO and directors from personal liability for the disastrous consequences of their heavy investments in subprime loans and securities. Since Citigroup and most of the banks and financial services industry firms that have foundered in the recent fiscal storm are chartered in Delaware and play by its corporate governance rules, the decision of the influential Chancery Court is expected to have a wide impact
  • Successfully represented the Insurance Commissioner of Delaware in proceedings in the Court of Chancery challenging the Commissioner's ability to implement, through workers' compensation insurance rate-making, legislatively created medical care cost savings

Education

  • J.D., College of William & Mary School of Law, William and Mary Law Review, 1982
  • B.A.A.S., cum laude, University of Delaware, 1979

Publications

  • "Chancery Arbitrations after Year One: Annotated New Form," ABA, August 16, 2012   View >
  • "Super Lawyers Attorney Spotlight - Delaware Corporate Litigator Greg Williams Represents Business Titans," Super Lawyers, 2012   View >
  • "Director Liability: From Van Gorkom to Southern Peru and Beyond," Insights, April 2012   View >
  • "Notice, Cooperation, and Consent: Common Insurance Issues Arising in Delaware Deal Litigation," Insights, February 2012   View >
  • "Arbitration in the Delaware Court of Chancery," Insights, July 2011   View >
  • "Court of Chancery Clarifies the Reach of Revlon in Mixed Consideration Deals," The M&A Lawyer, June 2011   View >
  • "Poison Pills - How Effective Is Too Effective?," The M&A Lawyer, September 2010   View >
  • "What You Don't Say Can Hurt You: Delaware's Forthright Negotiator Principle," Insights, February 2008   View >
  • "Contributor, Meetings of Stockholders, R. Franklin Balotti and Jesse A. Finkelstein,"   View >

Presentations

  • "Delaware Law Developments 2015: What All Business Lawyers Need to Know," June 4, 2015
  • "Minnesota CLE and MSBA Business Law Section 2015 Business Law Institute," May 4, 2015
  • "33rd Annual Federal Securities Institute," February 5, 2015
  • "42nd Annual Securities Regulation Institute," January 26, 2015
  • "Delaware Law Developments 2014: What All Business Lawyers Need to Know," May 28, 2014
  • "26th Tulane Corporate Law Institute," March 27, 2014
  • "The 32nd Annual Federal Securities Institute," February 6, 2014
  • "Delaware Law Update," November 15, 2013
  • "22nd Annual Corporate and Securities Law Seminar," October 18, 2013
  • "Delaware Law Developments 2013: What All Business Lawyers Need to Know," May 29, 2013
  • "33rd Annual Ray Garrett Jr. Corporate and Securities Law Institute," May 2, 2013
  • "The 31st Annual Federal Securities Institute," February 14, 2013
  • "Delaware Law Developments 2012: What All Business Lawyers Need to Know," June 12, 2012
  • "32nd Annual Ray Garrett Jr. Corporate and Securities Law Institute," May 3, 2012
  • "Delaware Corporate Law Webinar," March 2012
  • "The 30th Annual Federal Securities Institute," February 16, 2012
  • "Florida Directors' Institute," October 28, 2011
  • "Southeastern Business Law Institute," October 27, 2011
  • "8th Annual Institute on Corporate, Securities, and Related Aspects of Mergers and Acquisitions," October 13, 2011
  • "Recent Developments in the Delaware Courts," October 5, 2011
  • "Delaware Law Developments 2011: What All Business Lawyers Need to Know," May 18, 2011
  • "Atlanta Bar Association Business & Finance Section and Securities & Corporate Litigation Section Meeting," April 27, 2011
  • "The 29th Annual Federal Securities Institute," February 16, 2011
  • "Delaware Corporate Law Webinar [Audio only]," November 2010
  • "7th Annual Institute on Corporate, Securities and Related Aspects of Mergers and Acquisitions," October 7, 2010
  • "Delaware Law Developments 2010: What All Business Lawyers Need to Know," May 6, 2010
  • "30th Annual Ray Garrett Jr. Corporate & Securities Law Institute," April 29, 2010
  • "Tulane University Law School's 22nd Annual Corporate Law Institute," April 15, 2010
  • "The 28th Annual Federal Securities Institute," February 11, 2010

Awards

  • American College of Trial Lawyers Fellow
  • Litigation Counsel of America Fellow
  • Chambers USA
  • Benchmark Litigation
  • The Best Lawyers in America, "Bet the Company Litigator," 2009-2015
  • Best Lawyers’ Wilmington, DE Mergers and Acquisitions Lawyer of the Year, 2012
  • Lawdragon 500 Leading Lawyers in America, 2008-2015  
  • Super Lawyers, Top 10 in Delaware 2007-2015, No. 1 in Delaware 2011
  • Who’s Who Legal
  • The Legal 500

Leadership

  • Court of Chancery Rules Committee, Chair, appointed by the Chancellor of the Delaware Court of Chancery, 2008-2015
  • Litigation Rules Committee of the Delaware Supreme Court, Chair, 1996-2008, 2015
  • Chair, Corporate and Securities Law Subcommittee, United States Law Firm Group, 1995-2003
  • PLI annual seminar, “What All Business Lawyers Must Know About Delaware Law Developments,” New York, NY, Co-Chair, 2006-present
  • Annual seminar, “Federal Securities Institute,” Miami, FL, Co-Chair, 2009-present