Overview
Robert Greco was a member of Columbia Law School’s Business Law Review.
Rob advises clients on transactions and corporate governance matters involving Delaware corporations. His practice includes counseling on mergers and acquisitions, internal restructurings, initial public offerings, equity and debt financings, dissolution, and the ratification of defective corporate acts. He also renders legal opinions on various matters of Delaware law.
Rob is co-author of chapter 7, covering stockholder meetings, of The Delaware Law of Corporations and Business Organizations, a leading treatise on Delaware corporate law. In addition, Rob frequently writes on recent developments in Delaware corporate law. His articles have been published in Insights, The Review of Securities & Commodities Regulation, Business Law Today, Directors & Boards, and other legal publications.
During law school, Rob received the Parker School Certificate for Achievement in International and Comparative Law after studying at the University of Oxford. He attended Oxford as part of the Columbia-Oxford Alliance in Law and Finance, where he participated in a program taught jointly by Oxford’s Faculty of Law and Saïd Business School.
While a student at Columbia Law School, Rob worked as an intern for both the Honorable Paul A. Crotty of the United States District Court for the Southern District of New York and the Investor Protection Bureau of the New York State Office of the Attorney General.
PRACTICES
Corporate Transactions
Corporate Governance
Mergers & Acquisitions
Select Experience
- Delaware counsel to publicly traded private equity firms in connection with their conversion from alternative entities to C-corporations
- Advised a number of corporations in preparing their certificates of incorporation and bylaws in advance of their initial public offerings
- Counsel to numerous special committees in their consideration and review of mergers, acquisitions, and other strategic transactions
- Advised corporations in ratifying past defective corporate acts pursuant to Section 204 of the Delaware General Corporation Law
- Columbia Law School, J.D., 2015
Columbia Business Law Review
Harlan Fiske Stone Scholar - Pennsylvania State University, B.S., Finance, Mathematics, 2012
Education
Publications
Guidance on Drafting Proxies Under Delaware Law
Delaware Business Court Insider | June 14, 2023
As the Delaware Supreme Court recently reaffirmed in Daniel v. Hawkins, 289 A.3d 631 (Del. 2023), proxies are generally construed narrowly under Delaware law. In light of these principles of strict construction, proxies in voting and support agreements, secured debt instruments, and other corporate documents should be drafted in a manner that fully reflects the intended…
Amendments to the DGCL Permit Officer Exculpation
Insights | October 2022
On August 1, 2022, Section 102(b)(7) of the Delaware General Corporation Law (the DGCL) was amended to permit a corporation to include in its certificate of incorporation a provision to eliminate or limit the monetary liability of certain corporate officers for breach of the duty of care. Previously, the protection afforded by a so-called exculpatory provision…
The Relevance of Commercial Reality in Interpreting Charters and Bylaws
Delaware Business Court Insider | August 17, 2022
Where a literal reading yields a result at odds with what the drafters would have reasonably intended (which itself derives from the commercial context evidenced in plain terms throughout the instrument), literal meaning gives way to a more nuanced “objective” meaning. This article explores the application of this key precept in the interpretation of charters and…
Rosenbaum v. CytoDyn Inc.: A Review of Advance Notice Bylaws
Insights | December 2021
In Rosenbaum v. CytoDyn Inc., the Delaware Court of Chancery denied an insurgent group’s challenge to the rejection of their notice of director nominations by CytoDyn Inc. The Court’s opinion brings some clarity to an area of the law that “may not be as settled as one would think,” providing a framework for reviewing actions taken…
Dodd-Frank and Corporate Governance
Directors & Boards | 2021 Fourth Quarter
The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) was enacted in response to perceived excesses and other dysfunction in the financial markets that precipitated the 2008 financial crisis. The public discourse surrounding the adoption and implementation of Dodd-Frank — including the notion that institutions deemed “too big to fail,” unless appropriately restrained, would take…
Delaware Supreme Court on Costs in an Appraisal Proceeding
Insights | December 2020
In a recent decision, the Delaware Supreme Court held that an appraisal proceeding did not involve a violation of any law or rule and therefore did not constitute a “Securities Claim” giving rise to coverage for losses under the terms of a directors’ and officers’ insurance policy. It provided guidance regarding how the Delaware courts will…
Delaware Supreme Court Requires Strict Compliance with Deadlines in Advance Notice Bylaw
Insights | February 2020
In Saba Capital Master Fund, Ltd. v. Blackrock Credit Allocation Income Trust, the Delaware Supreme Court, reversing the earlier decision of the Court of Chancery, held that two closed-end funds properly excluded the shareholder-plaintiff’s dissident nominees at their annual meetings on the basis that the nominating shareholder failed to comply with the deadlines in the funds’…
In re LendingClub: Responding to Red Flags in the Wake of Marchand
Insights | January 2020
Two recent opinions of the Delaware courts—the Delaware Supreme Court’s opinion in Marchandv. Barnhill and the Delaware Chancery Court’slater opinion In re Clovis Oncology Inc. DerivativeLitigation—have placed an increased focus on theboard’s duty of oversight under Caremark. Althoughclaims under Caremark have been described as notoriouslydifficult to plead and prove, the Court ofChancery recently…
In re Clovis: Considering Caremark Claims after Marchand
Insights | November 2019
In In re Clovis Oncology Inc. Derivative Litigation, the Delaware Court of Chancery construed theDelaware Supreme Court’s opinion in Marchand v.Barnhill to mean that the board’s duty of oversightunder Caremark “must be more rigorously exercised”for corporations operating “in an environmentwhere externally imposed regulations governits ‘mission critical’ operations.” The Clovis Courtstated that, for purposes of adequately…
Insights | October 2019
In Tornetta v. Musk, the Delaware Court ofChancery, addressing “issues of first impression inDelaware,” held that the rigorous entire fairnessstandard of review applies to a board’s executive compensationdecisions in respect of a controlling stockholder,absent compliance with the so-called MFWprocedural protections. Those protections involveconditioning a controlling stockholder transaction,at the outset of negotiations, on the obtainment of…
Delaware Court of Chancery Addresses Director Questionnaire Requirements in Advance Notice Bylaws
Insights | September 2019
In Saba Capital Master Fund, Ltd. v. BlackrockCredit Allocation Income Trust, the Delaware Courtof Chancery held that the failure by a shareholderseeking to nominate a competing slate of directors ina proxy contest to timely complete and return directorquestionnaires pursuant to the board’s requestfor additional information regarding the nomineesunder the company’s advance notice bylaw couldnot serve as…
Marchand v. Barnhill: Addressing and Monitoring Corporate Risk
Insights | July 2019
Stockholder plaintiffs generally face a high burden insurviving a motion to dismiss on so-called Caremarkclaims challenging the board’s compliance with its dutyof oversight. A recent Delaware Supreme Court opinionillustrates the circumstances in which a plaintiff makinga Caremark claim may withstand a motion to dismiss.It also provides guidance on implementing and monitoringsystems and controls to…
Chancery Addresses Director Compensation Under ‘Investors Bancorp’ in ‘Stein’
Delaware Business Court Insider | June 12, 2019
In Stein v. Blankfein, C.A. No. 2017-0354-SG (Del. Ch. May 31), the Delaware Court of Chancery issued one of its firstopinions addressing director compensation following the Delaware Supreme Court’s ruling in In re Investors BancorpStockholder Litigation, 177 A.3d 1208 (Del. 2017), that stockholder approval of a compensation plan may only “ratify”future director awards if the board…
Precluding Pre-Merger Communications in Post-Merger Dispute
The Harvard Law School Forum on Corporate Governance and Financial Regulation | June 12, 2019
In Shareholder Representative Services LLC v. RSI Holdco, LLC, C.A. No. 2018-0517-KSJM (Del. Ch. May 29, 2019), the Delaware Court of Chancery upheld a provision in a private-company merger agreement precluding a buyer from using the seller’s privileged emails against the seller in post-closing litigation. Following the guidance from the decision in Great Hill Equity Partners…
Olenik v. Lodzinski: More on Structuring Controlling Stockholder Buyouts
Insights | May 2019
In Olenik v. Lodzinski, the Delaware Supreme Court provided further guidance regarding the circumstances under which the deployment of procedural protective devices pursuant to the so-called MFW standard—namely, the transaction’s negotiation and approval by an independent special committee and its adoption by a majority-of-the-minority vote—can operate to restore the presumption of the business judgment rule…
2019 Proposed Amendments to the General Corporation Law of the State of Delaware
Insights | April 2019
Proposed amendments to the Delaware GeneralCorporation Law would, among other things, addnew provisions relating to documentation of transactionby electronic means, revise the default provisionsapplicable to stockholder notices, includingthose governing appraisal, clarify the timing of unanimousconsents of directors, and make other technicalchanges.…
Drafting Minutes and Preparing Disclosures in the Post-Corwin Era
Insights | March 2019
Stockholder plaintiffs increasingly are attempting to challenge M&A transactions through alleging disclosure deficiencies based on an examination of corporate books and records. This puts added pressure on the preparation of minutes and other corporate books and records.…
Delaware Court of Chancery Strikes Federal Forum Selection Provisions
Insights | January 2019
In Sciabacucchi v. Salzberg, the Delaware Courtof Chancery struck down provisions in the certificateof incorporation of three defendant corporationspurporting to require any claim under the SecuritiesAct of 1933 (1933 Act) to be filed in the federaldistrict courts of the United States of America. Theopinion is relevant not only for its key holding butalso for the Court’s…
The Review of Securities & Commodities Regulation | November 7, 2018
In the recent Investors Bancorp case, the Delaware Supreme Court clarified that advance stockholder approval of a compensation plan may only “ratify” future grants if the plan is self-executing, i.e., it left the board with no discretion, and enumerated specific grants or a formula for calculating specific grants. The authors discuss the case and, in…
Delaware Court Finds Material Adverse Effect Allowing Buyer to Terminate Merger Agreement
Insights | November 2018
The Delaware Court of Chancery’s opinion in Akorn, Inc.v. Fresenius Kabi AG constitutes what is believed to bethe first decision of a Delaware court permitting a buyerto terminate a merger agreement due to the occurrence ofa material adverse effect. While the headline holding issignificant in and of itself, the Court’s analysis is groundin existing Delaware…
Insights | September 2018
In Almond v. Glenhill Advisors LLC, the DelawareCourt of Chancery provided significant guidanceregarding the circumstances under which it would useits equitable powers under Section 205 of the DelawareGeneral Corporation Law (DGCL) to validate actsthat, due to technical failures in authorization, wouldbe void or voidable (and thus potentially give rise toclaims for rescission or rescissory or other…
Business Law Today | June 15, 2018
In Goggin, a member of East Coast Miner LLC (ECM) brought suit against ECM’s manager and his associates challenging several allegedly self-dealing transactions. The plaintiff alleged, among other things, that ECM’s manager had caused ECM’s part ownership of specified assets to be diverted to different entities that the manager and his associates owned and controlled. The…
Determining and Disclosing the Effect of Broker Non-Votes
The Review of Securities & Commodities Regulation | April 18, 2018
Brokers may vote uninstructed shares only on matters that are discretionary under NYSE Rule 452. The authors discuss the NYSE rule and the effect of broker non-votes under various voting and quorum standards under Delaware law. They suggest practitioners be particularly attentive to the disclosure of the effect of broker non-votes in proxy statements. They also…
Insights | January 2018
Two recent rulings of the Delaware Court ofChancery highlight the need to examine a stockholderplaintiff ’s objectives in seeking to inspect thecorporation’s books and records under Section 220of the Delaware General Corporation Law (DGCL).As is well known, a stockholder seeking to compelan inspection of books and records under Section220 must demonstrate a “proper purpose” for theinspection…
DFC Global: Delaware Supreme Court Emphasizes Role of the Market in Certain Appraisal Proceedings
Insights | November 2017
The number of proceedings under Section 262 ofthe Delaware General Corporation Law (DGCL),in which stockholders who have not voted in favorof a merger and have otherwise perfected their rightto seek a judicially determined assessment of the“fair value,” in cash, of their shares, has increasedsignificantly over the past few years, providing thecourts with additional opportunities to explore…
Questions Raised on Required Clarity of Disclosures in SEC Filings
Delaware Business Court Insider | August 23, 2017
Two recent decisions of the Delaware Court of Chancery separated by only two weeks took seemingly contradictory positions regarding the extent to which corporate disclosures must be made clear in proxy statements and other SEC filings. In an order issued on March 7 in In re Columbia Pipeline Group Stockholder Litigation, C.A. No. 12152-VCL (Del. Ch.…
Delaware Supreme Court Clarifies Grounds for Jurisdiction
Insights | June 2016
In Genuine Parts Company v. Cepec, the DelawareSupreme Court held that the provisions of Delaware’sGeneral Corporation Law (DGCL) requiring foreigncorporations to register to qualify to do business inthe State of Delaware and to appoint an agent forservice of process do not, of themselves, operate tosubject the foreign corporation to general jurisdictionin Delaware. The Court in …
Recognition
- The Best Lawyers in America, Ones to Watch, since 2021
Bar Admissions
- Delaware, 2015