Frederick H. Alexander is a partner in the corporate practice group of Morris, Nichols, Arsht & Tunnell LLP, which specializes in providing advice on corporate transactions, particularly those involving Delaware corporation law. Mr. Alexander’s work often involves counseling boards of directors and board committees, including special committees of directors appointed to negotiate mergers or other significant transactions. His work also often involves providing formal legal opinions on issues involving Delaware corporate law and related matters. Mr. Alexander is a member of the State Bar of Delaware and the Council of the Corporation Law Section of the Delaware State Bar Association. He is a member of the Negotiated Acquisitions Committee of the ABA Business Law Section and is a member of its Acquisitions of Public Companies Task Force. He also serves on the Business Law Section’s Committee on Federal Regulation of Securities, and the Task Force on Shareholder Proposals.

Linda L. Ammons
Associate Provost and Dean
Widener University School of Law

Dean Ammons is the first woman and the first African American to lead Widener University School of Law, and one of only three African American females in the nation serving as dean of a law school. Dean Ammons came to Widener in 2006 from Cleveland-Marshall College of Law in Cleveland, Ohio, where she was associate dean and professor of law. During her 15 years at Cleveland-Marshall, she chaired and served on a number of university committees and taught Administrative Law, Legislation, Mass Communications Law and Women and the Law. In addition, Dean Ammons has been on the faculty of the National Judicial College in Reno, Nevada since 1993. She is serving as the Chair of the Curriculum Committee of the American Bar Association’s Section of Legal Education & Admissions to the Bar and is serving a three-year term on the Government Relations Committee of the Association of American Law Schools. She is also a member of the Advisory Boards of the Women Dean’s Databank and the Minority Deans’ Databank. In 2007, she was named a Senior Scholar in the Department of Health Policy at Jefferson Medical College in Philadelphia, PA. Also in 2007, Dean Ammons was appointed by Pennsylvania State Treasurer Robin Weissmann to the e-Treasury Blue Ribbon Advisory Commission on Productivity Management. She was also named a Trustee of the Christiana Care Health System of Wilmington, Delaware. In 2008, she was named to the Board of Directors of the Delaware State Chamber of Commerce.

Prior to joining the faculty at Cleveland-Marshall, Dean Ammons served as executive assistant to former Ohio Governor Richard F. Celeste, from 1988 to 1991, advising him on legal and policy matters in the criminal justice, regulatory and administrative areas. An Ohio State University Moritz College of Law alumna, she was selected out 8,000 of her peers to be the recipient of the 2004-05 Moritz Alumni Society’s Community Service Award.

Ann E. Conaway is Professor of Law at Widener's Delaware campus. Professor Conaway received a B.A. from University of Georgia in 1976; and a J.D. from Temple in 1983, where she served as Senior Staff Member of the Temple Law Quarterly. Professor Conaway was an M.A. Candidate at Georgia in 1976-77. Following graduation from law school, Professor Conaway clerked for the Honorable Henry R. Horsey, Delaware Supreme Court in Dover, Delaware from 1984 85, and was an Associate Attorney at Skadden, Arps, Slate, Meagher & Flom in Wilmington, Delaware from 1984 85.

Professor Conaway joined the faculty at Delaware Law School as Assistant Professor of Law and served in that capacity from 1985 89; she was Associate Professor of Law from 1989 96, and was promoted to Professor of Law in 1996. Professor Conaway is admitted to practice in Delaware and has served as a Delaware Commissioner to the National Conference of Commissioners on Uniform State Laws since 1989. Professor Conaway teaches and writes in the areas of Business Organizations, Contracts, Securities Regulation, and Advanced Business Enterprises.

Professor Conaway has been active in a number of professional and civic organizations, including The National Conference of Commissioners on Uniform State Laws as one of five Commissioners from Delaware. Professor Conaway’s term as a Commissioner from the State of Delaware ended in August 2002; Professor Conaway was appointed a Commissioner from the Commonwealth of Pennsylvania in September 2002. Professor Conaway is also a member of drafting committee for The Limited Liability Partnership Act, the Uniform Limited Partnership Act and Article 8 of the Uniform Commercial Code and the Omnibus Business Organizations Code. Professor Conaway is also the Reporter to the Uniform Cooperative Act. Professor Conaway is presently serving as the Reporter for the Uniform Entity Transactions Act and as a member of the Joint Editorial Board for the Uniform Unincorporated Business Organizations Acts. Professor Conaway is also serving as an ABA Business Law Advisor to the drafting committee for the Uniform Limited Liability Company Act. Professor Conaway also serves as a member of the American Law Institute.

Professor Conaway's publications include:

Book: Ann E. Conaway, with Robert R. Keatinge, Keatinge and Conaway on Choice of Business Entity (Thomson West 2006).

National Conference Reporter, The Model Entity Transactions Act, The University of Pennsylvania School of Law Archives, (2004)

Transferee and Assignee Rights: Charging Orders and Other Creditor Remedies in Uniform Unincorporated Acts, American Law Institute – American Bar Association Continuing Legal Education, Choice of Form and Structure for Closely-Held Businesses and Ventures, Live Nationwide via Satellite on the American Law Network, Feb. 6, 2003, VMD0206 ALI-ABA 63.

The Agile Virtual Corporation, 22 DEL. J. CORP. L. 497 (1997).

Reexamining the Fiduciary Paradigm at Corporate Insolvency and Dissolution: Defining Directors' Duties to Creditors, 20 DEL. J. CORP. L. 1 (1995).

Professor Conaway can be reached at aeconaway@widener.edu

Charles M. Elson Professor of Law
A.B., Harvard University
J.D., University of Virginia
Edgar S. Woolard, Jr., Chair
John L. Weinberg Center for Corporate Governance
Lerner College of Business & Economics
University of Delaware

Charles M. Elson is the Edgar S. Woolard, Jr., Chair in Corporate Governance and the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. He is also "Of Counsel" to the law firm of Holland & Knight. He formerly served as a Professor of Law at Stetson University College of Law in St. Petersburg, Florida from 1990 until 2001. His fields of expertise include corporations, securities regulation and corporate governance. He is a graduate of Harvard College and the University of Virginia Law School, and has served as a law clerk to Judges J. Harvie Wilkinson III and Elbert P. Tuttle of the United States Court of Appeals for the Fourth and Eleventh Circuits. He has been a Visiting Professor at the University of Illinois College of Law, the Cornell Law School, and the University of Maryland School of Law, and is a Salvatori Fellow at the Heritage Foundation in Washington, D.C. and a member of the American Law Institute. Professor Elson has written extensively on the subject of boards of directors. He is a frequent contributor on corporate governance issues to various scholarly and popular publications. He served on the National Association of Corporate Directors' Commissions on Director Compensation, Director Professionalism, CEO Succession, Audit Committees, Strategic Planning and Director Evaluation, was a member of its Best Practices Council on Coping With Fraud and Other Illegal Activity, and presently serves on that organization’s Advisory Council. He is Vice Chairman of the ABA Business Law Section’s Committee on Corporate Governance and a member of its Committee on Corporate Laws. Additionally, Professor Elson served as an adviser and consultant to Towers Perrin, the international human resource management consultants, a director of Circon Corporation, a medical products maker; Sunbeam Corporation, the consumer products manufacturer; Nuevo Energy Company, an independent oil and natural gas producer, the Investor Responsibility Research Center, a non-profit corporate governance research organization, Alderwoods Group, an international death care services provider and is presently, a member of the Board of Directors of AutoZone, Inc., the national automobile parts retailer, HealthSouth Corporation, a healthcare services provider.

Joel Edan Friedlander
Bouchard Margules & Friedlander, P.A.
222 Delaware Avenue, Suite 1400
Wilmington, Delaware 19801
(302) 573-3500
fax (302) 573-3501
jfriedlander@bmf-law.com

Mr. Friedlander is a founding partner of Bouchard Margules & Friedlander, P.A., a litigation boutique concentrating its practice in the areas of corporate and commercial litigation. He has litigated numerous cases concerning Delaware corporate law, has written numerous articles and essays on corporate law and constitutional law, is listed in The Best Lawyers in America and was named one of Delaware’s “Super Lawyers” in Philadelphia magazine.

Mr. Friedlander received his undergraduate degree from the Wharton School of Business of the University of Pennsylvania (cum laude) in 1988 and his law degree from the University of Pennsylvania in 1992, where he served as Executive Editor of the University of Pennsylvania Law Review. He was a law clerk for the Honorable Jack B. Jacobs, a then-Vice Chancellor of the Delaware Court of Chancery. Mr. Friedlander is a member of the Board of Advisors of the University of Pennsylvania Institute for Law and Economics. He served as Assistant to the President (1998-99) and member of the Executive Committee (2005-06) of the Delaware State Bar Association, as President of the Delaware Chapter, Lawyers Division, of the Federalist Society for Law & Public Policy Studies (1994-99), as associate member of the Delaware Board of Bar Examiners (1998-2003), and member of the Editorial Board of the Delaware Lawyer (1998-2003). Mr. Friedlander taught equity as an adjunct professor at Widener Law School. Mr. Friedlander is the President and a long-time director of The Milton & Hattie Kutz Home, Inc., a non-profit skilled nursing facility. Before joining a predecessor of the firm in 1995, Mr. Friedlander was an associate with the Wilmington office of Skadden, Arps, Slate, Meagher & Flom.

As counsel for shareholder plaintiffs, Mr. Friedlander obtained a post-trial settlement of $41 million in In re Chaparral Resources, Inc. Shareholders Litigation and a pre-trial settlement of $47.5 million in In re TeleCorp PCS Inc. Shareholders Litigation. As counsel for objectors, Mr. Friedlander successfully argued in opposition to proposed settlements of In re PeopleSoft, Inc. Shareholder Litigation and In re Prime Hospitality, Inc. Shareholders’ Litigation. Mr. Friedlander represented the nominal defendant in In re The Walt Disney Company Derivative Litigation.

Stuart M. Grant is a founder and managing partner of Grant & Eisenhofer. His practice consists primarily of representing institutional investors nationwide in securities and corporate governance litigation, proxy contests, and other related matters. Mr. Grant has successfully argued on behalf of institutional investors in many groundbreaking cases including: Gluck v. CellStar (in which State of Wisconsin Investment Board was the first institution named as lead plaintiff pursuant to the PSLRA over the objection of first filed plaintiffs), and In re Digex Stockholders Litigation (in which lead plaintiff provisions were established in Delaware, and in which plaintiffs achieved the largest settlement in Delaware Chancery Court history) , and In re UniSuper Ltd., et al. v. News Corporation, et al. (a landmark case in which the Delaware Chancery Court ruled that shareholders may limit board authority without amending the corporation’s charter). Most recently, Mr. Grant was lead trial counsel in the six-week securities class action trial of In re Safety-Kleen Corp. Bondholders Litigation, which resulted in judgments holding the company’s CEO and CFO jointly and severally liable for nearly $200 million, and settlements with the remaining defendants for $84 million. Mr. Grant is a frequent speaker on securities issues, particularly from the institutional investor perspective, at the Practising Law Institute, the Council of Institutional Investors and at other securities fora. He has taught at PricewaterhouseCoopers/University of Delaware Directors’ College. Mr. Grant has also testified on behalf of institutional investors before the SEC and before the Third Circuit Panel on Appointment of Class Counsel. He has published numerous articles on securities litigation including: “Appointment of Lead Plaintiff Under the Private Securities Litigation Reform Act,” 1070 PLI/CORP. 547 (1998); Practising Law Institute, 1998; “Appointment of Lead Plaintiff Under the Private Securities Litigation Reform Act: Update 2000,” 1199 PLI/CORP. 455 (2000); Practising Law Institute, 2000; “Appointment of Lead Plaintiff Under the Private Securities Litigation Reform Act: Update 2001,” 1269 PLI/CORP. 689 (2001); “Appointment of Lead Plaintiff Under the Private Securities Litigation Reform Act: Update 2002,” 1332 PLI/CORP. 695 (2002); “Appointment of Lead Plaintiff Under the Private Securities Litigation Reform Act: Update 2003,” 1386 PLI/CORP. 553 (2003); “The Role of Foreign Investors in Federal Securities Class Actions,” 1442 PLI/CORP. 91 (2004); "The Devil is in the Details: Application of the PSLRA's Proportionate Liability Provisions is so Fraught With Uncertainty That They May be Void for Vagueness," 1505 PLI/CORP. 83 (2005); "Unisuper v. News Corporation: Affirmation that Shareholders, Not Directors, Are the Ultimate Holders of Corporate Power," 1557 PLI/CORP. 17 (2006); “Institutional Investors and Section 18 of The Exchange Act,” The Review of Securities & Commodities Regulation, Vol. 33, No. 5, S&P, March 14, 2000; and “Class Certification and Section 18 of the Exchange Act,” the Review of Securities and Commodities Regulation, Vol. 35, No. 21, S&P, December 11, 2002. Prior to forming Grant & Eisenhofer in 1997, Mr. Grant was a litigation partner in the Wilmington office of the Philadelphia-based firm of Blank Rome Comisky & McCauley, and prior to that an associate at Skadden Arps Slate Meagher & Flom, LLP. Since 1994, he has been an Adjunct Professor of Law at the Widener University School of Law in Wilmington, leading a securities litigation seminar for third-year law students, and is also a Certified Teacher for the National Institute of Trial Advocacy (NITA). Mr. Grant graduated in 1982 cum laude from Brandeis University with a B.A. in Economics and received his J.D. from New York University School of Law in 1986. He served as Law Clerk to the Honorable Naomi Reice Buchwald in the United States District Court for the Southern District of New York.

Bar Admissions:

• Delaware
• District of Columbia
• Massachusetts
• New York
• Pennsylvania
• U.S. Supreme Court
• U.S. Court of Appeals for the 1st Circuit
• U.S. Court of Appeals for the 2nd Circuit
• U.S. Court of Appeals for the 3rd Circuit
• U.S. Court of Appeals for the 4th Circuit
• U.S. Court of Appeals for the 6th Circuit
• U.S. Court of Appeals for the 11th Circuit
• U.S. District Court for the District of DC
• U.S. District Court for the District of DE
• U.S. District Court for the District of MA
• U.S. District Court for the Eastern District of MI
• U.S. District Court for the Eastern District of PA
• U.S. District Court for the Northern, Southern, Eastern and Western Districts of NY

Lawrence A. Hamermesh is the Ruby R. Vale Professor of Corporate and Business Law at Widener's Delaware campus and Director of the Widener Institute of Delaware Corporate Law. Professor Hamermesh joined the faculty at Widener in 1994 as Associate Professor of Law. Professor Hamermesh is admitted to practice in Delaware, and he teaches and writes in the areas of Corporate Finance, Mergers and Acquisitions, Securities Regulation, Business Organizations, and Professional Responsibility. Professor Hamermesh received a B.A. from Haverford College in 1973, and a J.D. from Yale Law School in 1976.

Following graduation from law school, Professor Hamermesh worked as Associate Attorney with Morris, Nichols, Arsht & Tunnell in Wilmington, Delaware, from 1976 84, and was a partner at Morris, Nichols, Arsht & Tunnell from 1985 94.

Professor Hamermesh was elected in 1999 as a member of the American Law Institute. Since 1995 he has been a member of the Council of the Corporation Law Section of the Delaware State Bar Association, which is responsible for the annual review and modernization of the Delaware General Corporation Law, and was Chair of the Council from 2002-2004.

In 2001, Professor Hamermesh was elected as a member of the Committee on Corporate Laws of the American Bar Association Section of Business Law, which supervises the drafting and revision of the Model Business Corporation Act. Professor Hamermesh is also a member of the Board of Directors of ACLU Delaware, Inc., and the National Board of Directors of the ACLU.

Professor Hamermesh has been active in a number of professional and civic organizations, including the American Civil Liberties Union Delaware (President from 1996-2003) and Delaware Volunteer Legal Services, Inc.(Treasurer and Director from 1992 to 2000). In 2002-2003, Professor Hamermesh served as the Reporter for the American Bar Association Task Force on Corporate Responsibility.

Professor Hamermesh's recent publications include:

Books:
Reporter, Report of the American Bar Association Task Force on Corporate Responsibility, March 31, 2003.

Articles:

with Michael Wachter, The Fair Value of Cornfields in Delaware Appraisal Law, Journal Of .Corporation .Law 101 (2006).

The Policy Foundations of Delaware Corporate Law, Columbia Low Review Vol. 106, NOV. 2006 (forthcoming).

Twenty Years After Smith v. Van Gorkom: An Essay on the Limits of Civil Liability of Corporate Directors and the Role of Shareholder Inspection Rights, 45 Washburn Law Review 301 (2006).

Ruby R.. Vale and a Definition of Legal Scholarship, 31 Journal of Corporation Law 253 (2006).

with A. Gilchrist Sparks, III, Corporate Officers and the Business Judgment Rule: A Reply to Professor Johnson, 60 Business Lawyer, 865 (2005).

Premiums in Stock-for-Stock Mergers and Some Consequences in the Law of Director Fiduciary Duties, 152 U. Pa. L. Rev. 881 (2003).

The ABA Task Force on Corporate Responsibility and the 2003 Changes to the Model Rules of Professional Conduct, 17 Geo. J. Legal Ethics 35 (2003).

Up the Ladder and Out the Door? Illegal Activities, New Model Rules and Reporting Obligations, Bus. L. Today, May/June 2004, at 11.

Lawyer Responsibilities in the New Disclosure & Corporate Governance Regime, in The New Disclosure & Corporate Governance Regime: What Every Corporate & Securities Lawyer Must Know Now, at 721 (PLI Corp. L. & Prac. Course, Handbook Series No. B-1335, 2002).

J. Travis Laster, Esq.

Mr. Laster is one of the founding partners of Abrams & Laster LLP, a corporate and business law boutique focusing on high stakes litigation involving Delaware corporations and other business entities, and advising on transactional matters carrying a significant risk of litigation. He has a national litigation practice with a primary focus on appearances before the Court of Chancery of the State of Delaware and the Delaware Supreme Court. He also has a national advisory practice with a particular focus on corporate control disputes. Mr. Laster writes and speaks frequently on aspects of business law. Mr. Laster received his A.B. from Princeton University (summa cum laude) and his J.D. from the University of Virginia School of Law, where he received the Law School Alumni Association Award for the best academic record in the graduating class, served as member of the Virginia Law Review Editorial Board and Articles Review Board, and was a member of the Order of the Coif. Following graduation from law school, he clerked for the Honorable Jane R. Roth of the United States Court of Appeals for the Third Circuit. Before founding Abrams & Laster LLP, he was a director of Richards, Layton & Finger P.A. He is a member of the American Bar Association, Delaware State Bar Association, and the Rodney Inn of Court. He served previously as Chair of the E-Filing Subcommittee of the Court of Chancery Rules Committee and as Chair of the Subcommittee on Investor Relations of the ABA Committee of Corporate Governance.

Mark A. Morton
Potter Anderson & Corroon LLP
1313 North Market Street
Wilmington, DE 19899-0951
(302) 984-6078
mmorton@potteranderson.com

Mr. Morton’s practice focuses on counseling boards of directors and special committees on fiduciary duty matters, particularly with respect to mergers and acquisitions, and on internal corporate governance matters. Mr. Morton also represents target companies and dissident stockholders in contested election matters. Finally, Mr. Morton regularly advises clients regarding, and provides formal legal opinions addressing, the Delaware General Corporation Law.

Mr. Morton’s representation of special committees of boards of directors in recent years has included: Affiliated Computer Services, Claymont Steel, Delco Remy International, Dreamworks Animation SKG, ElkCorp, Eon Labs, Inc., Genencor International, Inc., G.P. Strategies Inc., Hotels.com, IGEN, Inc., Insituform East, Inc., Kenetech Corporation, Moscow Cablecom, National Steel Corp., Net2Phone, Phoenix Investment Partners, Rare Medium Group, Inc., Rental Service Corporation, Six Flags, Inc., Sodexho Marriott, Swissray International, Inc., TDK Mediactive, Inc., TicketMaster Online-City Search, Inc., Todd A-O Corporation, Unico Corporation, UTStarcom, and Venoco, Inc.

Mr. Morton is a frequent speaker at the national level on matters of Delaware corporate law, including presentations for the American College of Business Court Judges, the Ray Garrett, Jr. Corporate and Securities Law Institute (sponsored by Northwestern University Law School), the Conference on Securities Regulation and Business Law (sponsored by the University of Texas School of Law), the ABA National Institute on Negotiating Business Acquisitions, the Southeastern M&A Forum, the Tech M&A Marketplace in 2007 and Beyond (sponsored by Law Seminars International), and the Mergers and Acquisitions Institute (sponsored by the University of Texas School of Law). In addition, Mr. Morton has been a featured speaker at programs sponsored by state and city bar associations and at programs sponsored by the Negotiated Acquisitions Committee of the ABA (including programs on appraisal, fairness opinions, preferred stock, SPACs and special committees). He also has served as a speaker on Delaware corporate law issues for a number of national and regional law firms as part of their internal continuing education programs. In addition, Mr. Morton has authored or co-authored numerous articles (copies of which are available on his firm’s website) on a variety of corporate and M&A issues.

Mr. Morton was selected by Lawdragon as one of the 500 Leading Lawyers in America, as one of its Lawdragon 500 Leading Dealmakers and for inclusion in its Lawdragon 500 New Stars, New Worlds issue. Mr. Morton has been named by Chambers, USA: America's Leading Lawyers for Business and a number of other publications as a leading Delaware Corporate/M&A practitioner.

He earned his undergraduate degree, cum laude, from Dickinson College and his law degree from the Georgetown University Law Center.

Blake Rohrbacher is an associate in Richards, Layton & Finger’s Corporate Department, where his practice focuses on litigation as well as advisory and transactional matters relating to Delaware corporations and alternative entities. Mr. Rohrbacher is a contributing author to The Delaware Law of Corporations and Business Organizations and the author of Delaware Uniform Citation, published by the Litigation Section of the Delaware State Bar Association. His other publications include several articles that have appeared in The Business Lawyer, Insights, and Corporate Governance Advisor. Mr. Rohrbacher is a graduate of Yale Law School, where he was executive editor of the Yale Law Journal.