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Donald F. Parsons, Jr.


Former Vice Chancellor, Delaware Court of Chancery; Senior Counsel, Morris, Nichols, Arsht & Tunnell LLP, Adjunct Professor of Law

B.S., M.A., Lehigh; J.D., Georgetown

Donald F. Parsons Jr. is a former Vice Chancellor on the Delaware Court of Chancery, Senior Counsel at Morris, Nichols, Arsht & Tunnell LLP and...

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Donald F. Parsons Jr. is a former Vice Chancellor on the Delaware Court of Chancery, Senior Counsel at Morris, Nichols, Arsht & Tunnell LLP and an Adjunct Professor of Law.  He served on the Delaware Court of Chancery from 2003 to 2015.  He rejoined Morris Nichols shortly after his retirement from the bench on October 31, 2015.  He was a Partner at Morris Nichols for 24 years before his appointment to the bench, specializing in patent and other intellectual property litigation.

With a focus on alternative dispute resolution, Professor Parsons’ practice draws on his past mediation experience in various business and intellectual property disputes before the Delaware Court of Chancery and the Federal Circuit.  He also advises on matters of corporate governance, special committee assignments, internal investigations, mergers and acquisitions, stockholder activism, and alternative entities.

In Professor Parsons’ 12-year judicial tenure on the renowned business court, he issued hundreds of decisions and rulings addressing significant questions concerning corporation law, alternative entities, trademark and intellectual property law, and other complex commercial matters.  He presided over many high-profile cases in a range of areas, including: Third Point v. Ruprecht, a challenge to Sotheby’s adoption of a novel “poison pill” takeover defense during a proxy contest; In re Bear Sterns Companies, Inc., a class action challenge to the then-proposed merger of Bear Stearns and JPMorgan brokered with the assistance of the Federal Reserve and the Department of the Treasury at the inception of the 2008 subprime mortgage crisis; In re Cogent, Inc., addressing the validity of rapidly developing transaction structures and “deal protection” provisions in negotiated public company merger agreements; Zucker v. Andreessen, a derivative case challenging the severance benefits paid by Hewlett-Packard to its CEO following his unexpected termination; PharmAthene v. Siga, which resulted in an approximately $195 million damages award (including interest) for breach of a binding agreement to negotiate a pharmaceutical license in good faith; and numerous cases involving the governance of private and publicly traded alternative entities, such as Twin Bridges v. Draper, Zimmerman v. Crothall, In re Encore Energy Partners, and In re K-Sea Transportation Partners.

In August 2013, former Vice Chancellor Parsons began a four-year term as a member of the Governing Council of the American Bar Association’s Business Law Section. From 2009 to 2010, he served as president of the American College of Business Court Judges.  In 2009, he became a fellow of ASTAR (the Advanced Science and Technology Adjudication Resource Center), completing several in-depth science, technology and forensics courses.  In connection with serving as president of the Delaware State Bar Association in 1999, Professor Parsons helped create Delaware’s award-winning Combined Campaign for Justice to provide legal services for those in need.

His recent publications are Docket Dividends: Growth in Shareholder Litigation Leads to Refinements in Chancery Procedures, 70 WASH. & LEE L. REV. 473 (2013), and Activist Stockholders, Corporate Governance Challenges, and Delaware Law, a chapter in the RESEARCH HANDBOOK ON MERGERS AND ACQUISITIONS (Claire A. Hill & Steven Davidoff Solomon, eds.), a draft version of which is available at http://ssrn.com/abstract=2791791.

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