Stephanie Norman has established herself as a thought leader in the Delaware corporate bar.
Stephanie is a skilled transactional attorney known for her thoughtful yet practical contributions to M&A agreements and other corporate deal processes. Her practice includes
- drafting organizational corporate documents,
- assisting corporations and practitioners in remedying defective corporate acts, and
- handling M&A transactions, including providing advice regarding fiduciary duties, deal-protection measures, and related matters of Delaware corporate and contract law.
Stephanie served as a member of a subcommittee of the Corporation Law Council of the Corporation Law Section of the Delaware State Bar Association, which is the body responsible for proposing amendments to Delaware’s corporation and alternative entity laws, in connection with the amendments to Delaware’s ratification and validation statutes. Through her exceptional command of the ratification process, she has successfully guided clients through thorny authorization and capitalization issues.
Stephanie has published numerous articles on matters of Delaware corporate law and governance, and she is a sought-after presenter on issues of Delaware corporate law and practice.
Mergers & Acquisitions
- Delaware counsel to Apollo Global Management in connection with its conversion to a Delaware corporation and in connection with multiple public company acquisitions, including Diamond Resorts International Inc.
- Delaware counsel to multiple private equity firms in connection with their conversion to Delaware corporations, including Ares Management Corporation, the Carlyle Group Inc., and the Blackstone Group Inc.
- Representation of the special committee of the board of directors of TerraForm Power, Inc. in connection with its acquisition by affiliates of its controlling stockholder
- Representation of the special committee of the board of directors of Federal-Mogul Holdings, Inc. in connection with its acquisition by affiliates of its controlling stockholder
- Representation of the special committee of the board of directors of WildHorse Resource Development Corporation in connection with an equity financing transaction
- Representation of the special committee of the board of directors of Covenant Surgical Partners in connection with its acquisition
- Representations of multiple public and private corporations in connection with ratification of defective corporate acts under Section 204 of the Delaware General Corporation Law
- Delaware counsel to private equity firms in connection with venture capital financings
- Delaware counsel of numerous public and private corporations in connection with sell-side and buy-side mergers and acquisitions
- Delaware counsel of numerous corporations in connection with the adoption of their IPO certificate of incorporation and bylaws and structural profile
- Georgetown University Law Center, J.D., 2011
Georgetown Journal of International Law, Administrative Editor
- New York University, B.A., magna cum laude, 2008
Political Economy of Development Prize
2018 Proposed Amendments to the General Corporation Law of the State of Delaware
Insights | April 2018
Legislation proposing to amend the GeneralCorporation Law of the State of Delaware(DGCL) has been released by the CorporateCouncil of the Corporation Law Section ofthe Delaware State Bar Association and, ifapproved by the Corporation Law Section,is expected to be introduced to the DelawareGeneral Assembly. If enacted, the amendmentswould, among other things: (1) amendSection 262 to apply the…
The Delaware Supreme Court Provides Guidance on Directors’ Fiduciary Duty of Disclosure
Insights | April 2018
In Appel v. Berkman, the DelawareSupreme Court reversed the Delaware Courtof Chancery’sdismissal of claims relating to themerger of Diamond Resorts International,Inc. (“Diamond”), finding that the stockholdersof Diamond were not fully informedwhen they tendered their shares in a first-step tender offer followed by a back-end mergerunder Section 251(h) of the DelawareGeneral Corporation Law (DGCL). Inreversing the…
Proposed Amendments to Section 204 of the Delaware General Corporation Law Resolve Uncertainty Created by the Reasoning in Nguyen v. View, Inc.
In Our Opinion | Spring 2018
In 2017, the Delaware Court of Chancery in Nguyen v. View, Inc., 2017 WL 2439074 (Del. Ch. June 6, 2017), held in a proceeding brought pursuant to Section 205 (“Section 205”) of the General Corporation Law of the State of Delaware (the “DGCL”) that the consummation of a financing by View, Inc. (“View”) that required the…
The Limits of Ratification: Delaware Supreme Court and Director Equity Incentive Awards
Insights | January 2018
The Delaware Supreme Court recently overturned anopinion of the Delaware Court of Chancery holdingthat stockholder approval of an equity incentive planwith broad sub-limits on the number of shares availablefor grant to non-employee directors resulted inthe stockholders’ ratification of subsequent awards tothe directors. In essence, the Supreme Court held thatstockholders’ approval of an equity incentive plan willprovide…
Nguyen v. View, Inc.: The Delaware Court of Chancery Holds that Acts Deliberately Rejected by Stockholders Are Not Subject to Ratification under Section 204 of the Delaware General Corporation Law
In Our Opinion | Summer 2017
Since it became effective on April 1, 2014, Section 204 of the Delaware General Corporation Law (the “DGCL”) has served its purpose by enabling corporations to retroactively cure defects in their corporate records and by allowing corporate practitioners to give clean legal opinions as to, among other things, a corporation’s capitalization. As the Delaware courts have…
The Delaware Court of Chancery Revisits Director Equity Awards
Insights | May 24, 2017
The Delaware Court of Chancery recently held thatstockholder approval of an equity incentive plan thatincluded relatively broad sub-limits on the number ofshares available specifically for awards to non-employeedirectors provided “advance ratification” of subsequentawards to the non-employee directors. The Court’sopinion provides significant guidance to corporationsand practitioners in drafting and seeking stockholderapproval of equity incentive plans, and in…
Frechter v. Zier: Delaware Court of Chancery Provides Guidance on Supermajority Voting Provisions
Insights | March 31, 2017
In Frechter v. Zier, the Delaware Court of Chancery invalidated a bylaw that, on its own, purported to require a vote of two-thirds of the corporation’s outstanding voting stock to remove directors. The Court’s opinion provides guidance as to the implementation of supermajority voting provisions under the Delaware General Corporation Law (DGCL), including when such provisions…
Delaware Supreme Court Revisits Director Independence in Considering Derivative Demands
Insights | February 28, 2017
In a recent decision, the Delaware Supreme Court has provided insight into the factors the Delaware courts will consider in assessing director independence in the context of derivative suits. These factors include personal relationships and the board’s previous determinations under the stock exchange rules.…
Recent Delaware Court of Chancery Opinion Provides Guidance on Advancement and Indemnification
Insights | October 2015
A recent opinion of the Delaware Court ofChancery provides guidance on drafting indemnification and advancement provisions, and clarifiesthe circumstances under which a director or officer may or may not be entitled to advancement “byreason of the fact” of his or her service as such. TheCourt held, among other things, that a provision ofa certificate of incorporation…
Delaware Supreme Court Provides Guidance on Drafting Advance Notice Bylaws
Insights | July 2015
On July 2, 2015, the Delaware Supreme Courtin Hill International, Inc. v. Opportunity PartnersL.P., affirmed the Court of Chancery’s orderenjoining Hill International, Inc. (Hill) from conductingany business at its 2015 annual meeting,other than convening the meeting for the solepurpose of adjourning it for a minimum timeperiod necessary to allow Opportunity PartnersL.P. (Opportunity), the stockholder-plaintiff, topresent items…
New Delaware Court of Chancery Opinion Provides Guidance for Director Compensation Practices
Insights | June 2015
A recent opinion of the Delaware Court ofChancery, Calma v. Templeton, has broughtrenewed attention to the issue of directorcompensation. The opinion holds that directorcompensation decisions may not be subject tothe presumption of the business judgment rule,but may instead be reviewed under the entirefairness standard. However, it also addresses thecircumstances under which stockholder ratification of director compensation…
Court Sanctions Forum Selection Arrangements and Confirms Power to Restrict Books and Records Inspections
Insights | March 2015
In United Technologies Corp. v. Treppel, theDelaware Supreme Court unanimously reversedthe Court of Chancery’s ruling denying thedefendant’s request to restrict the use of informationobtained in plaintiff’s inspection ofbooks and records to actions in the Delawarecourts.
Recent Chancery Court Opinions on Ripeness
Delaware Business Court Insider | December 10, 2014
The Delaware Court of Chancery’s ruling in Pontiac General Employees Retirement System v. Ballantine, is the most recent statement on so-called “dead hand” proxy puts—the provisions in credit agreements that trigger an acceleration of the borrower’s indebtedness upon a change in amajority of its board within a specified timeframe.
Chancery Dismisses Stockholder Suit Over Expedia CEO Award
Delaware Business Court Insider | July 30, 2014
In Friedman v. Khosrowshahi, the Court of Chancery dismissed the plaintiff’s claims challenging the decision by the compensation committee of Expedia Inc. to accelerate the vesting of a restricted stock unit award.
Proposed Amendments to the DGCL to Limit Applicability Of the Delaware Supreme Court’s Holding in ‘ATP Tour’
Corporate Counsel Weekly | June 18, 2014
In ATP Tour, Inc. v. Deutscher Tennis Bund, the Delaware Supreme Court, held that a fee-shifting provision of a Delaware nonstock corporation’s bylaws applicable to intra-corporate disputes could be valid and enforceable.
Klaassen v. Allegro: Implementing the Stockholders’ Agreement
Delaware Business Court Insider | December 4, 2013
In Klaassen v. Allegro Development, the Delaware Court of Chancery indicated that governance provisions included in stockholders’ agreements may be enforceable against the parties to those agreements, even if the provisions conflict with the certificate of incorporation or the DGCL.
Preserving (or Limiting) Contractual Claims to Address ‘Sandbagging’
Delaware Business Court Insider | July 24, 2013
The term “sandbagging” has been used generally in the M&A context to refer to the buyer’s assertion of post-closing claims for breach of representation and warranty despite its pre-closing knowledge that the seller’s representations or warranties were not true and correct when made.
The Equitable Case for Ratification
Delaware Business Court Insider | March 27, 2013
Among the many significant proposed changes to Delaware’s General Corporation Law that were submitted to the corporation law section of the Delaware State Bar Association this March for approval, the sections dealing with ratification of defective corporate acts stand out as particularly noteworthy.
- Delaware State Bar Association, Corporation Law Council Subcommittee
- The Legal 500, 2021
- The Best Lawyers in America, 2023
- Super Lawyers
- Delaware Today Top Lawyer, 2022, 2021
- Delaware, 2011