Throughout its history, Richards, Layton & Finger’s corporate lawyers have played leading roles in the corporate bar, both in Delaware and nationally. The firm’s corporate lawyers counsel clients, provide opinions, negotiate transactions and litigate issues with respect to matters of Delaware corporate law and the fiduciary duties of corporate directors. In its role as Delaware counsel in significant corporate and commercial transactions, Richards, Layton & Finger consistently is ranked by national surveys as the top law firm in Delaware and one of the top 10 law firms nationwide, both in dollar volume and number of transactions.

The firm's Corporate practice generally falls into three areas: Corporate Governance, Corporate Litigation and Corporate Transactions.

Corporate Governance
Richards, Layton & Finger counsels Delaware corporations on corporate governance issues that arise both in routine operations and in extraordinary transactions, including issues relating to fiduciary duties of directors, interested director transactions, corporate opportunities, board of directors and shareholder meetings, board committee functions, defensive charter and by-law provisions, shareholder rights plans, mergers, tender offers, and proxy and consent solicitations. The firm also regularly represents corporate governance committees, audit committees and special committees formed for specific transactions or functions, such as to consider a potential business combination or to conduct an internal investigation.

Corporate Litigation
Richards, Layton & Finger's corporate litigators have argued many of the landmark cases arising under Delaware's General Corporation Law, fiduciary duties of directors and corporate governance issues. The firm’s corporate litigators have extensive experience in representing corporations, members of their boards of directors, committees of boards of directors and substantial stockholders in litigation involving issues arising under the Delaware General Corporation Law, issues of corporate governance and fiduciary duties, issues arising under stockholder and other agreements, and issues arising under the federal securities laws.

Corporate Transactions
Richards, Layton & Finger counsels Delaware corporations on all types of significant corporate transactions, including mergers, acquisitions, spin-offs, restructurings, divestitures, recapitalizations, stock repurchases, redemptions and dividends. The firm also counsels clients with respect to providing state-of-the-art certificate of incorporation and by-law provisions for public and private companies. In addition, the firm provides legal opinions on provisions of the Delaware General Corporation Law and the legality and consequences of corporate transactions under that law.