William J. Haubert

Director

302.651.7559
302.498.7559 (fax)
haubert@rlf.com
William Haubert counsels corporations, officers, directors, board committees, stockholders, and investors on matters involving the General Corporation Law of the State of Delaware and related issues of fiduciary duty, corporate governance, and corporate law arising in a wide variety of transactional and operational contexts, including mergers, acquisitions, divestitures, defensive planning, capital-raising transactions, and stockholder meetings. Bill’s practice also includes representing special committees in transactional matters and rendering legal opinions on Delaware corporate law issues.
View Full Bio >

Select Experience

  • Representation of a public pharmacy services company in connection with a hostile tender offer and the company’s adoption of a stockholder rights plan
  • Representation of the board of directors of a public government services provider in connection with its sale to a private equity firm
  • Representation of a special committee of a public natural gas and oil company in connection with the negotiation of a PIPE investment to fund an acquisition by the company
View Experience >

William Haubert counsels corporations, officers, directors, board committees, stockholders, and investors on matters involving the General Corporation Law of the State of Delaware and related issues of fiduciary duty, corporate governance, and corporate law arising in a wide variety of transactional and operational contexts, including mergers, acquisitions, divestitures, defensive planning, capital-raising transactions, and stockholder meetings. A director in the firm's Corporate Transactional Group, Bill's practice also includes representing special committees in transactional matters and rendering legal opinions on Delaware corporate law issues.

Bill has authored numerous articles and has lectured frequently on Delaware corporate law issues.

Experience

  • Representation of a public pharmacy services company in connection with a hostile tender offer and the company's adoption of a stockholder rights plan
  • Representation of the board of directors of a public government services provider in connection with its sale to a private equity firm 
  • Representation of a special committee of a public natural gas and oil company in connection with the negotiation of a PIPE investment to fund an acquisition by the company
  • Representation of a public health-care service and technology provider in connection with its sale to a private equity firm which involved the allocation of merger consideration between common and preferred stockholders
  • Representation of a private manufacturing company in connection with its consideration of competing cash offers, including a hostile cash offer
  • Representation of a special committee of the board of directors of a public drug development company in connection with its consideration of competing cash and stock transactions and other strategic alternatives
  • Representation of a public electronic payment processing company in connection with the nomination of two short slates of directors submitted by dissident stockholders at the annual meeting of stockholders
  • Representation of a hedge fund stockholder in connection with the nomination of persons for election and other proposals at the annual meeting of stockholders of a public offshore oil and gas support services company
  • Representation of a TIDE committee of the board of directors of a public automotive parts manufacturing company in connection with its consideration of the company's stockholder rights plan
  • Representation of a private self-regulatory organization in connection with various governance issues, including the election and removal of persons to and from the governing body and board process issues
  • Representation of a majority stockholder in connection with its tender offer and short-form merger acquisition of its public media subsidiary
  • Representation of a special committee of a private drug development company in connection with its consideration of refinancing alternatives
  • Representation of a public media and entertainment company in connection with its consideration of an amendment to its stockholder rights plan for a significant institutional stockholder
  • Representation of a public food and beverage company in connection with the payment of a significant dividend to the stockholders of the company from the proceeds of a new credit facility
  • Representation of a public for-profit post-secondary education company in connection with a legal opinion as to the need for stockholder approval of an asset sale under Delaware law

Publications

  • "Significant Proposed Amendments to the General Corporation Law of the State of Delaware," Insights, June 2013   View >
  • "2012 Amendments to the General Corporation Law of the State of Delaware," Insights, August 2012   View >
  • "2011 Amendments to the General Corporation Law of the State of Delaware," Insights, August 2011   View >
  • "Recent Delaware Going-Private and Related Case Law," Going Private: Doing the Deal Right, Practicing Law Institute, 2011   View >
  • "2008 Amendments to the General Corporation Law of the State of Delaware," Insights, August 2008   View >
  • "What You Don't Say Can Hurt You: Delaware's Forthright Negotiator Principle," Insights, February 2008   View >
  • "Stone et al. v. Ritter et al.," November 6, 2006   View >

Presentations

  • "Representations, Warranties, Indemnification & Termination Provisions," June 27, 2016
  • "Representations, Warranties, Indemnification & Termination Clauses," June 18, 2015
  • "Recent Developments in Delaware Corporate Law," April 30, 2015
  • "Representations, Warranties, Indemnification & Termination Clauses," June 19, 2014
  • "Minnesota CLE and MSBA Business Law Section 2014 Business Law Institute," May 5, 2014
  • "Recent Developments in Delaware Corporate and LLC Law," April 3, 2014
  • "2013 Midwestern M&A Forum," May 14, 2013
  • "Minnesota CLE and MSBA Business Law Section 2013 Business Law Institute," May 7, 2013
  • "Philadelphia Bar Association Business Law Section, Recent Developments in Delaware M&A Law," March 12, 2013
  • "GW Law/Weinberg Center, Private Equity Mergers & Acquisitions Roundtable," March 4, 2013
  • "Arizona Corporate Counsel Workshop, 2013 Delaware Legal Update," January 28, 2013
  • "Minnesota CLE and MSBA Business Law Section 2012 Business Law Institute," May 9, 2012
  • "Going Private 2012: Doing the Deal Right," February 23, 2012
  • "Philadelphia Bar Association Business Law Section, Recent Developments in Delaware M&A Law," December 12, 2011
  • "The 19th Annual National Association of Stock Plan Professionals Conference," November 1, 2011
  • "Recent Developments in the Delaware Courts," October 5, 2011
  • "Delaware Corporate Law Webinar," August 2011   View >
  • "Minnesota CLE and MSBA Business Law Section 2011 Business Law Institute," May 5, 2011
  • "Irreconcilable Differences: Director, Manager, and Shareholder Conflicts in Takeover Transactions," April 11, 2011
  • "Going Private 2011: Doing the Deal Right," February 24, 2011
  • "Philadelphia Bar Association Business Law Section, Recent Developments in Delaware M&A Law," May 19, 2010
  • "The 2010 Minnesota Business Law Institute," May 10, 2010
  • "The Middle Market Corporate Growth Conference," October 13, 2009
  • "DealLawyers.com Webinar, Deal Protection - The Latest Developments," May 12, 2009
  • "The 2009 Minnesota Business Law Institute, Recent Developments in Delaware Corporate Law," May 5, 2009
  • "The Massachusetts Business and Securities Law Conference 2008, Recent Developments in Delaware Corporate Law," October 30, 2008

Awards

  • Chambers USA, since 2007
  • The Legal 500 United States, 2016
  • The Best Lawyers in America, since 2009
  • Super Lawyers, since 2010
  • Who's Who Legal, Mergers & Acquisitions, since 2012 

Education

  • J.D., cum laude, Cornell Law School, 1991
  • B.S., summa cum laude, Villanova University, 1988

Admitted to Practice

  • Delaware, 1992
  • United States District Court, District of Delaware

Clerkships

  • Hon. William B. Chandler III, Delaware Court of Chancery, 1991-92

Experience

  • Representation of a public pharmacy services company in connection with a hostile tender offer and the company's adoption of a stockholder rights plan
  • Representation of the board of directors of a public government services provider in connection with its sale to a private equity firm 
  • Representation of a special committee of a public natural gas and oil company in connection with the negotiation of a PIPE investment to fund an acquisition by the company
  • Representation of a public health-care service and technology provider in connection with its sale to a private equity firm which involved the allocation of merger consideration between common and preferred stockholders
  • Representation of a private manufacturing company in connection with its consideration of competing cash offers, including a hostile cash offer
  • Representation of a special committee of the board of directors of a public drug development company in connection with its consideration of competing cash and stock transactions and other strategic alternatives
  • Representation of a public electronic payment processing company in connection with the nomination of two short slates of directors submitted by dissident stockholders at the annual meeting of stockholders
  • Representation of a hedge fund stockholder in connection with the nomination of persons for election and other proposals at the annual meeting of stockholders of a public offshore oil and gas support services company
  • Representation of a TIDE committee of the board of directors of a public automotive parts manufacturing company in connection with its consideration of the company's stockholder rights plan
  • Representation of a private self-regulatory organization in connection with various governance issues, including the election and removal of persons to and from the governing body and board process issues
  • Representation of a majority stockholder in connection with its tender offer and short-form merger acquisition of its public media subsidiary
  • Representation of a special committee of a private drug development company in connection with its consideration of refinancing alternatives
  • Representation of a public media and entertainment company in connection with its consideration of an amendment to its stockholder rights plan for a significant institutional stockholder
  • Representation of a public food and beverage company in connection with the payment of a significant dividend to the stockholders of the company from the proceeds of a new credit facility
  • Representation of a public for-profit post-secondary education company in connection with a legal opinion as to the need for stockholder approval of an asset sale under Delaware law

Clerkships

  • Hon. William B. Chandler III, Delaware Court of Chancery, 1991-92

Education

  • J.D., cum laude, Cornell Law School, 1991
  • B.S., summa cum laude, Villanova University, 1988

Publications

  • "Significant Proposed Amendments to the General Corporation Law of the State of Delaware," Insights, June 2013   View >
  • "2012 Amendments to the General Corporation Law of the State of Delaware," Insights, August 2012   View >
  • "2011 Amendments to the General Corporation Law of the State of Delaware," Insights, August 2011   View >
  • "Recent Delaware Going-Private and Related Case Law," Going Private: Doing the Deal Right, Practicing Law Institute, 2011   View >
  • "2008 Amendments to the General Corporation Law of the State of Delaware," Insights, August 2008   View >
  • "What You Don't Say Can Hurt You: Delaware's Forthright Negotiator Principle," Insights, February 2008   View >
  • "Stone et al. v. Ritter et al.," November 6, 2006   View >

Presentations

  • "Representations, Warranties, Indemnification & Termination Provisions," June 27, 2016
  • "Representations, Warranties, Indemnification & Termination Clauses," June 18, 2015
  • "Recent Developments in Delaware Corporate Law," April 30, 2015
  • "Representations, Warranties, Indemnification & Termination Clauses," June 19, 2014
  • "Minnesota CLE and MSBA Business Law Section 2014 Business Law Institute," May 5, 2014
  • "Recent Developments in Delaware Corporate and LLC Law," April 3, 2014
  • "2013 Midwestern M&A Forum," May 14, 2013
  • "Minnesota CLE and MSBA Business Law Section 2013 Business Law Institute," May 7, 2013
  • "Philadelphia Bar Association Business Law Section, Recent Developments in Delaware M&A Law," March 12, 2013
  • "GW Law/Weinberg Center, Private Equity Mergers & Acquisitions Roundtable," March 4, 2013
  • "Arizona Corporate Counsel Workshop, 2013 Delaware Legal Update," January 28, 2013
  • "Minnesota CLE and MSBA Business Law Section 2012 Business Law Institute," May 9, 2012
  • "Going Private 2012: Doing the Deal Right," February 23, 2012
  • "Philadelphia Bar Association Business Law Section, Recent Developments in Delaware M&A Law," December 12, 2011
  • "The 19th Annual National Association of Stock Plan Professionals Conference," November 1, 2011
  • "Recent Developments in the Delaware Courts," October 5, 2011
  • "Delaware Corporate Law Webinar," August 2011   View >
  • "Minnesota CLE and MSBA Business Law Section 2011 Business Law Institute," May 5, 2011
  • "Irreconcilable Differences: Director, Manager, and Shareholder Conflicts in Takeover Transactions," April 11, 2011
  • "Going Private 2011: Doing the Deal Right," February 24, 2011
  • "Philadelphia Bar Association Business Law Section, Recent Developments in Delaware M&A Law," May 19, 2010
  • "The 2010 Minnesota Business Law Institute," May 10, 2010
  • "The Middle Market Corporate Growth Conference," October 13, 2009
  • "DealLawyers.com Webinar, Deal Protection - The Latest Developments," May 12, 2009
  • "The 2009 Minnesota Business Law Institute, Recent Developments in Delaware Corporate Law," May 5, 2009
  • "The Massachusetts Business and Securities Law Conference 2008, Recent Developments in Delaware Corporate Law," October 30, 2008

Awards

  • Chambers USA, since 2007
  • The Legal 500 United States, 2016
  • The Best Lawyers in America, since 2009
  • Super Lawyers, since 2010
  • Who's Who Legal, Mergers & Acquisitions, since 2012