Bio

Eric Klinger-Wilensky has been involved in a number of precedent-setting M&A and other corporate cases decided by the Delaware courts over the past fifteen years, including: Akorn, Inc. v. Fresenius Kabi AG (litigation regarding the existence of a material adverse effect and other contractual provisions dealing with deal conditionality); Third Point LLC v. Ruprecht (addressing use of poison pill in response to activist proxy contest); C&J Energy Services, Inc. v. City of Miami General Employees’ and Sanitation Employees’ Retirement Trust (opinion on directors’ so-called “Revlon” duties in a sale of the company); Air Products & Chemicals, Inc. v. Airgas, Inc. (addressing use of poison pill to thwart hostile bid); and eBay Domestic Holdings, Inc. v. Newmark (ordering the invalidation of a poison pill and dilutive issuance of stock). Eric is actively involved in both the national corporate legal community and the local Delaware legal community. At the national level, he is the former chair of the American Bar Association (ABA) Section of Business Law Private Equity and Venture Capital Committee, and the co-chair of the ABA Section of Business Law Mergers and Acquisitions Committee Task Force on Two-Step Transactions. In his role as Two-Step Task Force co-chair, he co-edited the ABA’s Model Tender Offer Agreement treatise published in 2020. He often speaks to state and local bar associations on developments in Delaware law, including the Georgia Bar Association, the Minnesota State Bar Association, the New York City Bar Association Corporation Law Committee and the Boston Bar Association. Within Delaware, at the request of two successive Chief Justices of the Delaware Supreme Court, Eric served as a member of the Permanent Advisory Committee on Supreme Court Rules and a committee of the Delaware Access to Justice Commission. In addition, he has repeatedly served on drafting committees of the Council of the Corporation Law Section of the Delaware State Bar Association, including serving as a lead drafter of legislation that ultimately became Section 251(h) of the Delaware General Corporation Law, which facilitated and led to an increase in the use of two-step mergers. Eric served as a Lecturer in Law at the University of Pennsylvania Law School, where he taught classes on M&A contract drafting and venture capital, and served on the Board of Trustees of the university’s Institute for Law and Economics. He frequently speaks and writes on emerging issues in Delaware corporate law.