Blake Rohrbacher is a “fantastic litigator” who is always “able to think five steps ahead” (Chambers USA).
Blake focuses his practice on litigation, as well as advisory and transactional matters, relating to Delaware corporations and alternative entities. Described as “a genius, the best writer in Delaware” (The Legal 500), Blake litigates corporate control, governance, M&A, fiduciary, statutory, and contractual disputes in the Delaware courts. He also advises corporate boards and board committees regarding governance, fiduciary duties, and mergers and acquisitions. He has particular expertise in Delaware law regarding nonprofit and nonstock corporations.
Blake serves on the Court of Chancery Rules Committee by appointment of the chancellor. He served on the drafting subcommittee responsible for the 2010 nonstock amendments to Delaware’s General Corporation Law. He also assisted in drafting the Delaware Rapid Arbitration Act.
Some of Blake’s first-chair litigation representations include Oracle, Boeing, BlackBerry, Papa John’s, theBalm Cosmetics, AmTrust Financial Services, Quiznos, AssuredPartners, KKR & Co., Banco Santander, RBC Capital Markets, Synchronoss Technologies, US Mobile LLC, Verdesian Life Sciences, 24 Hour Fitness, Riverstone National, Caraustar Industries, Dentons, Roper Technologies, and Verizon.
A frequent writer and speaker on topics of Chancery litigation and Delaware corporate law, Blake is a contributing author to The Delaware Law of Corporations and Business Organizations, a co-author of Delaware Nonstock Corporations, a co-author of Fundamentals of Corporate Governance: A Guide for Directors and Corporate Counsel, and a co-author of The Practitioner’s Guide to the Delaware Rapid Arbitration Act. He is also the author of Delaware Uniform Citation, published by the Litigation Section of the Delaware State Bar Association.
- The Honorable Thomas L. Ambro, U.S. Court of Appeals for the Third Circuit
- Successfully defended cosmetics company in ownership dispute, invalidating signed agreement
- Successfully defended multimillion-dollar indemnification suit against major restaurant chain
- Successfully defended public telecommunications company, defeating stockholder claims in books and records suit and subsequent derivative suit
- Successfully defended public-company special committee in Court of Chancery and Delaware Supreme Court, prevailing against entire-fairness claim challenging recapitalization
- Successfully defended public-company controlling stockholder, defeating entire-fairness merger challenge in Court of Chancery and Delaware Supreme Court
- Successfully defended major public entertainment company’s rejection of books and records demand in Court of Chancery and Delaware Supreme Court
- Defended numerous buyers and target boards in M&A litigation
- Represented numerous directors and companies in connection with corporate-control disputes
- Advised public company boards regarding disclosure issues in mergers and acquisitions
- Yale Law School, J.D.
The Yale Law Journal, Executive Editor
- Boston University, M.A.
- Yale University, B.A.
Insights | December 2015
The Delaware Supreme Court recently held thatan uncoerced, fully informed vote of a majority ofthe disinterested stockholders adopting a mergeragreement invoked the business judgment rule standardof review, even though the vote was statutorilyrequired. The opinion left unanswered the questionas to whether the business judgment rule invokedin that context was a rebuttable presumption ora substantive rule of…
In April 2015, Delaware Governor Jack Markell signed into law one of the mosthighly specialized arbitration statutes ever passed: the Delaware Rapid ArbitrationAct (hereafter the “Act” or the “DRAA”). The Act, a response to the request byDelaware’s corporate citizenry for a modern and useful arbitration statute, is thework of an interdisciplinary team of arbitration practitioners from…
Insights | May 2015
The newly enacted Delaware Rapid ArbitrationAct provides an expedient and efficient method ofresolving disputes. It is worthy of consideration inany commercial arrangement.…
The Review of Securities & Commodities Regulation | May 22, 2013
The Delaware courts have issued a variety of opinions, seemingly pointing in different directions, on the required disclosure of management projections in M & A transactions.
Corporation | January 17, 2012
In this article, we discuss the genesis of the step-transaction doctrine and its first appearance in Delaware. Then we examine the Coughlan opinion and what it may mean for practitioners.
Norton Annual Survey of Bankruptcy Law | November 2011
In this article, we examine the TOUSA opinion, and the doctrines it relies on, in an attempt to understand how these doctrines should be treated together.
The Business Lawyer | August 2011
In this article, we discuss the current state of Delaware’s fiduciary disclosure regime and the developments over the last three years.
Insights | March 2011
On January 21, 2011, the Court of Chancery issued Reis v. Hazelett Strip-Casting Corp., a post-trial decision regarding the fairness of a reverse stock split and the resulting injury to the minority stockholders.
The Business Lawyer | February 2011
This article describes the impetus for the nonstock amendments and explains the structure and nuances of those amendments.
The M&A Lawyer | September 2010
Although its prevalence has been in decline in recent years, the traditional stockholder rights plan (the so-called “poison pill”) remains one of the most effective anti-takeover devices in a board of directors’ arsenal.
Insights | June 2010
Significant amendments to the General Corporation Law of the State of Delaware (DGCL) have been introduced in Delaware’s General Assembly this year.
Insights | November 2009
The Delaware Supreme Court recently affirmed the Court of Chancery’s May 2009, opinion in San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc. in a summary order.
Deal Lawyers | November-December 2009
Whether they are seeking to improve their governance score, or are responding to specific calls from significant or activist stockholders, many boards have considered eliminating their staggered boards.
The Corporate Governance Advisor | July/August 2009
Lyondell reaffirmed the definition of bad faith set forth by the Court in its Disney opinion and confirmed that Disney’s bad-faith standard applies in the transactional context.
BNA's Corporate Counsel Weekly | April, 2009
Before the merger at issue in the case, Lyondell Chemical Company was the third-largest independent public chemical company in North America. Dan Smith was Lyondell’s Chairman and CEO; Lyondell’s other ten directors were independent and sophisticated businesspeople. This article explains what led to The Supreme Court’s reversal of the Court of Chancery’s decision and remanded the…
Deal Lawyers | March-April 2009
For years, private-equity money powered a vigorous M&A market. But the ongoing credit crunch has caused many private-equity buyers to flee their up-market deals. This mass flight has, in turn, put merger agreement remedy provisions in the spotlight. In the third article in our series discussing lessons from the meltdown, we address the implications of the…
Deal Lawyers | Jan-Feb 2009
In most merger agreements, the occurrence of a “material adverse event” (MAE) or “material adverse change” typically allows a buyer to exit the agreement without penalty. In light of the developing meltdown of the financial markets, it is therefore not unrealistic to suggest that most every public merger transaction entered into since mid-2007 has, at one…
The Review of Securities & Commodities Regulation | December 2008
In three recent opinions, the Delaware Court of Chancery has addressed the scope of indemnification and advancement bylaws and has made some statements that may come as a surprise to corporate practitioners. In one of those cases, the Court held that an unvested right to indemnification or advancement in a corporation’s bylaws could be eliminated through…
Deal Lawyers | November 2008
As the economy travels its roller-coaster path, deal lawyers are constantly in danger of drafting merger provisions that deal with yesterday’s problems. During the frothy “up” market that developed after the Internet bubble burst in 2000, deal lawyers paid relatively little attention to remedies provisions. Relatively few deals fell through in the go-go days of 2005…
Insights | June 2008
For years, the nature and scope of non- director officers’ fiduciary duties has been unclear. But the Delaware Court of Chancery recently held that nondirector officers are subject to the same general fiduciary standards as are directors, suggesting also that these officers are entitled to the presumption of the business judgment rule. This and other opinions…
The Business Lawyer | May 2008
Directors of Delaware corporations owe to their stockholders a duty of disclosure derived from their ordinary fi duciary duties of care and loyalty. A common disclosure claim is that the target company’s disclosure document in a business combination was materially misleading or incomplete with respect to the fairness opinion relied on by the target’s board in…
Insights | April 2008
It has become increasingly common for incumbent boards to settle proxy contests by agreeing to include on the company’s slate one or more of the nominees on the dissident’s slate. A recent Delaware decision provides guidance to boards and their advisors regarding when agreements relating to board service raise vote-buying concerns.…
Insights | January 2008
This article examines the implications of the Court of Chancery’s opinion in Netsmart to private company M&A transactions, particularly with respect to the nature of the target company’s marketing process pre-signing (including the extent to which the board surveyed likely financial and strategic buyers) and the meaningfulness of the board’s post-signing fiduciary out.…
The Corporate Governance Advisor | January 2008
The struggle against a classified board can be daunting. As we hope to demonstrate in this article, however, a determined acquirer has at its disposal several ways to overcome the protections inherent in the classified-board structure. On the other hand, target boards also have ways to bolster the defenses provided by the classified-board structure. No short…
Delaware Journal of Corporate Law | 2008
This article attempts to clarify section 144’s limited role and application by distinguishing the analysis under section 144 from the analysis under the courts’ common-law fiduciary analysis.
The Corporate Governance Advisor | November 2007
The Delaware Court of Chancery recently issued two opinions (Thompson and Levy) interpreting the nature and scope of indemnification and advancement provisions. 1 Though Thompson’s holding is interesting, almost as interesting is the subtext of the Court’s discussion—the Delaware courts will give boards of directors significant leeway in regulating advancement when the relevant bylaw or other…
The Business Lawyer | November 2007
The “bedrock” doctrine of independent legal signifi cance provides that, if a transaction is effected in compliance with the requirements of one section of the Delaware General Corporation Law (“DGCL”), Delaware courts will not invalidate the transaction for failing to comply with the requirements of another section of the DGCL—even if the substance of the transaction…
Insights | October 2007
This article raises several issues regarding the use of reverse termination fees in M&A transactions, including whether a target company may discriminate between financial and strategic buyers in setting the amount of the fee.…
Insights | September 2007
The Delaware Chancery Court has never given clear guidance on the use of termination fees triggered by “naked no votes.” These occur when a target’s stockholders reject a merger agreement in the absence of an alternative or superior transaction. The Court has, however, made some statements that are instructive.…
Insights | July 2007
In three recent cases, the Delaware Chancery Court provides significant guidance regarding the review and effectiveness of “go shop” provisions, which generally permit target boards of directors to solicit competing bids for a specified period of time following the execution of a merger agreement.…
The Corporate Governance Advisor | January 2007
Deepening insolvency first appeared as a theory of damages. It rapidly expanded into an independent cause of action that threatened directors and officers of insolvent companies. Then, almost as rapidly, many courts abandoned it. Once seen as a potent plaintiff device for suits against officers and directors,1 deepening insolvency—in the latest stage of its evolution—has faded…
- “Chancery Court Demonstrates the ‘Entire Fairness’ Standard Can Be Met,” Delaware Business Court Insider, Apr. 2011
- American Law Institute
- Court of Chancery Rules Committee, appointed by the Chancellor of the Delaware Court of Chancery
- Chambers USA, since 2013
- The Legal 500, since 2016
- The Best Lawyers in America, since 2016
- Benchmark Litigation, since 2013
- Super Lawyers, since 2012
- United States Court of Appeals, Third Circuit
- United States District Court, District of Delaware