Joe’s practice revolves around Delaware’s corporate and alternative entity law. Joe litigates in the Delaware Court of Chancery and advises clients in transactional and pre-litigation matters. Joe began his career with Richards, Layton & Finger before moving to Paul, Weiss, Rifkind, Wharton & Garrison LLP. At Paul, Weiss, he was the only associate assigned to both the Litigation and Corporate Departments. Within the Corporate Department, he worked in the M&A group. He also worked at a leading stockholder litigation firm and a respected Delaware boutique. Joe brings a wide range of experience to bear. In his litigation practice, Joe represents parties in the full range of business law matters that arise under Delaware law, including post-closing disputes over purchase agreements, fiduciary duty litigation and statutory proceedings.

In his transactional practice, Joe has experience representing public companies, their boards of directors or special committees, private equity firms and private owners in mergers, acquisitions and other transformative transactions on the sell-side, buy-side, investor-side and issuer-side. Joe is also experienced in stockholder activism situations from both the activist and target perspectives.

Joe is a co-chair of the Delaware Corporate subcommittee of the American Bar Association’s Commercial and Business Litigation Committee and is active in the Business Law Section of the American Bar Association.

Joe enjoys learning languages and, with varying degrees of success, speaks German, Spanish and Mandarin Chinese and is actively learning French and Japanese with his three children.

Select experience:

Represented companies, directors, officers, and stockholders in fiduciary duty, corporate control, corporate governance, statutory, advancement, indemnification, books and records, appraisal, and contractual disputes

Represented stockholders challenging reclassification of stock designed to retain founder control and, in a separate case, defended founders in a similar situation

Represented stockholders and respondents in appraisal actions

Represented investment banks in connection with third-party subpoenas and proxy disclosures related to serving as board or committee financial advisor

Represented real estate investment trust in sale to public real estate investment trust

Represented buyers and targets in acquisitions of asset management businesses

Represented board of directors in connection with threatened proxy campaign

Represented stockholder activist in successful proxy campaign resulting in settlement and seating of activist stockholder nominees to board of directors

Represented various private equity firms in connection with acquisitions of private companies as well as sales of portfolio companies

Appointed by the Delaware Family Court as guardian ad litem to two children in custody litigation

Admissions

Delaware

U.S. District Court for the District of Delaware

Education

University of Iowa College of Law, J.D.

—Iowa Law Review

University of Iowa, B.A.

—Presidential Scholar

Publications

Material Adverse Change Conditions and Ordinary Course Covenants in Pandemic-Tested Acquisition Agreements, Primerus Paradigm (March 2021)

Revlon: The Next Iteration, The Daily Deal (September 23, 2013)

Differential Treatment of Stockholders in Third Party Transactions: Effects and Implications Under Delaware Law, The M&A Lawyer (May 2013)

Duty Follows Function: Two Approaches to Curing the Mismatch Between the Fiduciary Duties and Potential Personal Liability of Corporate Officers, 27 Notre Dame Journal of Law, Ethics & Public Policy 45 (March 2012)

Quasi-Appraisal: The Unexplored Frontier of Stockholder Litigation?, The M&A Journal, (January 2012) – also appeared on the Harvard Law School Forum on Corporate Governance and Financial Regulation, Feb. 24, 2012)

Consider the Alternatives, The Deal (May 20, 2011)

The Delaware and SEC Proxy Access Regimes, 42 Review of Securities & Commodities Regulation 233 (October 7, 2009 – also appeared on the Harvard Law School Forum on Corporate Governance and Financial Regulation, Nov. 1, 2009)

In re Citigroup: The Birth Announcement and Obituary of the Duty of Business Performance Oversight, Bloomberg Law Reports – Corporate Law (June 15, 2009).