FacultyFaculty/Author Profile

John F. Grossbauer

Potter Anderson & Corroon LLP

Wilmington, DE, USA


John Grossbauer concentrates his practice in the areas of corporation law and commercial transactions; he regularly advises public and private corporations and their boards of directors with respect to all aspects of the Delaware General Corporation Law, ranging from advice regarding the fiduciary duties of directors to technical compliance with the various provisions of the Delaware General Corporation Law. Mr. Grossbauer has advised a number of clients involved in proxy contests, both as dissidents and incumbents, and he has extensive experience representing purchasers and sellers in negotiated acquisitions of assets and businesses, both on a national and an international level. Mr. Grossbauer also authors opinion letters on matters of Delaware corporation law, including opinions relating to shareholder proposals. Mr. Grossbauer has been named by Chambers USA: America's Leading Lawyers for Business as a leading Delaware Corporate / M&A Practitioner and by Lawdragon as one of the 500 Leading Lavvyers in America" and one of "The Law Dragon 500 Leading Dealmakers."

Education
  • Duke University School of Law, J.D., 1986
  • Pennsylvania State University, B.A.,With Highest Honors, 1983

Representative Mailers
Mr. Grossbauer has advised on a number of public company transactions over the past several years, including representing Continental Airlines, Inc.  in its merger with United Airlines, Inc., Allscripts-Misys Healthcare Solutions, Inc. in connection with its separation with Misys PIc and related acquisition of Eclipsys COlp., Talecris Holdings in connection with the sale of Talecris Biotherapeutics, Inc. to Grifols SA, a special committee of Transatlantic Holdings in connection with its relationship with AIG, a special committee of Pepsi Bottling Group, Inc. in connection with its sale to Pepsi Co., a special committee of Amkor Technology, Inc. in connection with its successful sale of convertible notes, a Goldman Sachs affiliate in connection with its investment in MoneyGram International Inc., Citadel Investment Group in its acquisition of Ion Media Networks, Inc., a special committee of directors of Harrahs, Inc. in its going-private transaction, Solectron in its acquisition by Flextronics, Premium Standard Farms in its sale to Smithfield Foods, The McClatchy Company in its acquisition or Knight-Ridder, AmeriTrade in the acquisition or TDWaterhouse, Cerberus in connection with its acquisition of a controlling stake in GMAC, a special committee or West Corporation in its leveraged recapitalization by TH Lee, and iFilm in its acquisition by Viacom. Recent proxy contest activity includes contests involving Airgas, Inc., Barnes & Noble, Inc., Amylin Pharmaceuticals, Inc., Specialty  Underwriters Inc., TM Entertainment and Media, Inc., Take-Two Interactive Softvvare, Inc., OfIice Depot, Inc., CNET Networks, Inc., infoUSA, The Walt Disney Corporation and EI Paso Corporation.

Professional Activities
  • Delaware State Bar Association: Member, Council of the Corporation Law Section
  • American Bar Association: Co-Chair, Subcommittee on Indemnification, Committee on Director & Officer Liability, Business Law Section; International M&A Subcommittee, Negotiated Acquisitions Committee, Business Law Section
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