Abrams & Bayliss LLP

Abrams & Bayliss LLP

Website: abramsbayliss.com

Telephone: (302) 778-1000

Managing Partner: A. Thompson Bayliss, Esq.

Number of Partners: 6

Number of Lawyers: 19

Languages: English

Firm Overview

In 2005, Kevin G. Abrams and J. Travis Laster founded the Firm to create a special purpose platform with greater flexibility to represent a wide range of clients in offensive and defensive roles. The Firm concentrates on novel, difficult, complex, and high stakes problems. Abrams & Bayliss has extensive experience representing national and international corporations, private equity firms, institutional and controlling investors, directors, special committees, and executives in a wide range of litigation and transactions. The Firm also has considerable expertise with alternative business entities, including joint ventures, partnerships, limited partnerships, and limited liability companies. The Firm’s attorneys have particular depth and experience in control contests, complex business transactions and contract disputes, and high dollar valuation disputes. The Firm typically will accept a matter only if it involves a significant and substantive role for the Firm’s attorneys. The Firm regularly takes on lead or co-lead roles in litigation, transactional, governance, and special committee matters. Abrams & Bayliss routinely works in partnership with co-counsel to accomplish client goals efficiently and effectively.

Main Areas of Practice

The Firm’s Litigation Practice primarily involves actions in the Delaware Court of Chancery, the nation’s preeminent corporate and commercial law court, and the Delaware Supreme Court. The Firm’s litigators have extensive experience in a wide range of business, corporate and alternative entity litigation matters at the trial and appellate level. The Firm regularly litigates actions involving corporate control disputes, rights of equity holders, large public and private company controversies, complex transactions, and significant valuation and appraisal proceedings. Unlike many other firms, Abrams & Bayliss attorneys have extensive first-chair trial experience in representing plaintiffs and defendants, giving the Firm’s attorneys an added measure of insight on strategic and tactical issues in transactions and litigation. The Firm has a proven track record of offensive and defensive litigation, including successfully pursuing and defeating injunction applications, conducting expedited trials, and prosecuting and defending claims for very significant monetary, declaratory or equitable relief. In addition to its high profile Delaware practice, Abrams & Bayliss frequently represents clients in other jurisdictions on matters involving Delaware law, corporate or business organization issues, or other commercial disputes.

The Firm’s Transactional Practice primarily involves matters where there is a high risk of litigation or which raise complex or novel issues of Delaware law, such as contests for corporate control, private equity and portfolio company matters, going-private transactions, recapitalizations, refinancings and stockholder or board level disputes. Abrams & Bayliss also advises business entities and their constituents on Delaware issues relating to all phases of their life cycle, ranging from formation questions, continuing issues involving the payment of dividends and asset sales, and end-of-life matters such as dissolution and receiverships. The Firm regularly provides advice on the preparation and interpretation of certificates of incorporation and operating agreements, bylaws, investor agreements, initial public offerings, operating companies with internal disputes, reincorporations, and restructurings. Abrams & Bayliss regularly advises business entities, directors, officers and stockholders on contracts relating to their governance structure and commercial relationships, including stockholder rights plans, stockholder and operating agreements, and indemnification or advancement rights.

All of the Firm’s lawyers have distinguished academic records and the Firm’s attorneys are regular authors and speakers at national programs regarding Delaware business law matters.

The Firm's economic success allows it to structure hourly, contingent or alternative fee arrangements that are suitable for the goals of each engagement.

The partners leading the Firm's litigation and advisory teams include A. Thompson Bayliss (302-778-1033; [email protected]); John M. Seaman (302-778-1152; [email protected]); J. Peter Shindel, Jr. (302-778-1165; [email protected]); April M. Ferraro (302-778-1004; [email protected]); E. Wade Houston (302-778-1166; [email protected]); Eric A. Veres (302-778-1181; [email protected]).