Case 1:18-cv-00966-CFC-CJB Document 994-1 Filed 12/02/22 Page 1 of 5 PageID #: 38350
`Case 1:18-cv-00966-CFC-CJB Document 994-1 Filed 12/02/22 Page 1 of 5 PagelD #: 38350
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`EXHIBIT A
`EXHIBIT A
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`Case 1:18-cv-00966-CFC-CJB Document 994-1 Filed 12/02/22 Page 2 of 5 PageID #: 38351
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`LAWRENCE A. HAMERMESH
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`Institute for Law and Economics, University of Pennsylvania Law School
`3501 Sansom Street, Philadelphia, Pennsylvania 19104
`lhamerme@law.upenn.edu
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`Widener University Delaware Law School
`4601 Concord Pike, P.O. Box 7474, Wilmington, Delaware 19803-0474
`lahamermesh@ widener.edu
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`EDUCATION AND CAREER HISTORY:
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`Admitted to the Delaware Bar, 1976; United States Supreme Court, 1999
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`Professor Emeritus (formerly Ruby R. Vale Professor of Corporate and Business Law),
`Widener University School of Law
` Teaching areas: business organizations, corporate finance, securities regulation, mergers and
`acquisitions, professional responsibility, equity/equitable remedies
` Director, Widener Law School Institute of Delaware Corporate and Business Law, 2000-2017
` Adviser, Delaware Journal of Corporate Law
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`Executive Director, University of Pennsylvania Law School Institute for Law and Economics,
`July 2016-present
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`Senior Special Counsel, Office of Chief Counsel of the Division of Corporation Finance of
`the U.S. Securities and Exchange Commission, Washington, D.C., January 2010 to June 2011
` Advising the Staff of the Commission on matters of state corporate law pertinent to the
`regulatory functions of the Commission
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`Visiting Professor, University of Michigan Law School, Winter 2002
`Visiting Professor, University of Pennsylvania Law School, Spring 2004, 2006, 2014
`Adjunct Professor of Law, New York University Law School, Fall 2008
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`Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware
` Associate, 1976-1984
` Partner, 1985-1994
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`Yale Law School – J.D., 1976
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`Haverford College – B.A., 1973
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`Other Professional Qualifications and Background Information:
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`Member, American Law Institute (elected 1999)
`Adviser, Restatement of the Law, Corporate Governance (appointed March 2019)
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`Member, Council of the Corporation Law Section of the Delaware State Bar
`Association, 1995-2022; Vice Chair, 2000-2002; Chair, 2002-2004
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`American Bar Association Business Law Section:
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`Member, Section Council, 2009 – 2012
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`Corporate Laws Committee: Reporter, 2013 – 2020; Associate Reporter,
`2011-2012; member, 2001-2007
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`Editorial Advisory Board, The Business Lawyer (2005-2017)
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`Chair, Corporate Documents and Process Committee, 2007-2010
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`Reporter, ABA Task Force on Corporate Responsibility (2002-2003)
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`2004 Daniel L. Herrmann Professional Conduct Award, Delaware State Bar
`Association
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`2006 and 2013 Douglas E. Ray Excellence in Faculty Scholarship Award
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`Secretary, Delaware Board of Bar Examiners, 1983-1987
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`Treasurer, Delaware Volunteer Legal Services, Inc., 1991-2000
`Chairman, Lawyer Referral Service Committee of the Delaware State Bar Association,
`1993-1998
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`PUBLISHED WRITINGS (partial list, including all publications within the last 10 years as of
`October 2021)
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`Optimizing the World’s Leading Corporate Law: A 20-Year Retrospective and
`Look Ahead (with Jack B. Jacobs & Leo E. Strine, Jr.), 77 Business Lawyer 321 (2022)
`(forthcoming)
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`A Babe in the Woods: An Essay on Kirby Lumber and the Evolution of
`Corporate Law, 45 Delaware Journal of Corporate Law 125 (2020)
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`Delaware Corporate Fiduciary Law: Searching for the Optimal Balance,
`in EVAN J. CRIDDLE, PAUL B. MILLER, AND ROBERT H. SITKOFF, EDS., OXFORD HANDBOOK
`OF FIDUCIARY LAW (Oxford Univ. Press 2019) (with Leo E. Strine, Jr.)
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`The Role of Directors in M&A Transactions: A Governance Handbook for
`Directors, Management and Advisors, American Bar Association Business Law
`Section, published April 2019 (co-editor)
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`Finding the Right Balance in Appraisal Litigation: Deal Price, Deal Process,
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`and Synergies (with Michael Wachter), 73 Business Lawyer 961 (2018)
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`Forum Shopping in the Bargain Aisle: Wal-Mart and the Role of Adequacy of
`Representation, in RESEARCH HANDBOOK ON REPRESENTATIVE SHAREHOLDER LITIGATION,
`SEAN GRIFFITH, JESSICA ERICKSON, DAVID H. WEBBER, AND VERITY WINSHIP, EDS. (Edward
`Elgar 2018) (with Jacob J. Fedechko)
`to Delaware Corporate
`Lyman Johnson’s
`Invaluable Contribution
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`Jurisprudence, 74 Washington & Lee Law Review 909 (2017) (with Jack B. Jacobs)
`The Importance of Being Dismissive: The Efficiency Role of Pleading Stage
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`Evaluation of Shareholder Litigation, 42 Journal of Corporation Law 597 (2017) (with
`Michael Wachter)
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`A Most Adequate Response to Excessive Shareholder Litigation, 45 Hofstra
`Law Review 147 (2016)
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`Consent in Corporate Law, 70 Business Lawyer 161 (Winter 2014/2015)
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`How Long Do We Have to Play the “Great Game?,” 100 Iowa Law Review
`Bulletin 31 (2015)
`M&A Under Delaware’s Public Benefit Corporation Statute: A Hypothetical
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`Tour, 4 Harvard Business Law Review 255 (2014) (with Frederick Alexander, Frank
`Martin and Norman Monhait)
`Director Nominations, 39 Delaware Journal of Corporate Law 117 (2014)
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`Putting Stockholders First, Not the First-Filed Complaint, 69 Business Lawyer
`1 (2013) (with Leo E. Strine, Jr. and Matthew Jennejohn)
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`Who Let You Into the House?, 2012 Wisconsin Law Review 359 (2012)
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`Delaware Corporate Law and the Model Business Corporation Act: A Study in
`Symbiosis, 74 Duke Journal of Law and Contemporary Problems 107 (2011) (with Leo
`E. Strine, Jr. and Jeffrey M. Gorris)
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`Loyalty’s Core Demand: The Defining Role of Good Faith in Corporation Law, 98
`Georgetown Law Journal 629 (2010) (with Leo E. Strine, Jr., R. Franklin Balotti, and
`Jeffrey M. Gorris)
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`Rationalizing Appraisal Standards in Compulsory Buyouts, 50 Boston College Law
`Review 1021 (2009) (with Michael Wachter)
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`The Short and Puzzling Life of the “Implicit Minority Discount” in Delaware
`Appraisal Law, 156 University of Pennsylvania Law Review 1 (with Michael Wachter)
`(2007)
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`The Policy Foundations of Delaware Corporate Law, 106 Columbia Law
`Review 1749 (2006)
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`The Fair Value of Cornfields in Delaware Appraisal Law, 31 Journal of
`Corporation Law 101 (2006) (with Michael Wachter)
`Twenty Years After Smith v. Van Gorkom: An Essay On The Limits Of Civil Liability
`Of Corporate Directors And The Role Of Shareholder Inspection Rights, 45 Washburn
`Law Review 301 (2006)
`Ruby R. Vale and a Definition of Legal Scholarship, 31 Delaware Journal of
`Corporation Law 253 (2006)
`Corporate Officers and the Business Judgment Rule: A Reply to Professor
`Johnson, 60 Business Lawyer 865 (2005) (with A. Gilchrist Sparks III)
`Premiums in Stock for Stock Mergers and Some Consequences in the Law of
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`Director Fiduciary Duties, 152 University of Pennsylvania Law Review 881 (2003)
`The ABA Task Force on Professional Responsibility and the 2003 Changes to
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`the Model Rules of Professional Conduct, 17 Georgetown Journal of Legal Ethics 35
`(2003)
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`A Kinder, Gentler Critique of Van Gorkom and its Less Celebrated Legacies,
`96 Northwestern Law Review 595 (2002)
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`Why I Do Not Teach Van Gorkom, 34 Georgia Law Review 477 (2000)
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`Corporate Democracy and Stockholder-Adopted By-Laws: Taking Back the
`Street?, 73 Tulane Law Review 409 (December 1998)
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`Calling Off the Lynch Mob: The Corporate Director's Fiduciary Disclosure Duty,
`49 Vanderbilt Law Review 1087 (October 1996)
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`Common Law Duties of Non-Director Corporate Officers (with A. Gilchrist
`Sparks, III), 48 Business Lawyer 215 (1992)
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`"Appraisal Rights," chapter 36 of Drexler, Black and Sparks, DELAWARE
`CORPORATION LAW AND PRACTICE
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`EXPERT WITNESS, AMICUS CURIAE AND APPOINTMENTS (partial list)
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`In re Request of the Governor, 722 A.2d 307 (Del. 1998) (appointed by the Court pro
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`bono publico to advocate on appointments clause of the State Constitution)
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`Goodrich v. E.F. Hutton Group, Inc., 681 A.2d 1039 (Del. 1996) (appointed by the
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`Court to advocate on class action attorneys' fee award)
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`California Public Employees Retirement System v. Felzen, et al., 119 S.Ct. 720, 142
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`L.Ed.2d 766 (1999) (amicus curiae in support of petitioner on issue of appellate standing in
`stockholder derivative actions)
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`s
`Onti, Inc. v. Integra Bank, 751 A.2d 904, 931-32 (Del. Ch. 1999) (expert witness on
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`valuation of contingent claims including shareholder derivative claims)
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`In the Matter of Banc of America Capital Management, LLC, et al. and In the Matter of
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`Columbia Management Advisors, Inc. (Securities and Exchange Commission, 2005-2009)
`(independent distribution consultant in connection with mutual fund settlements)
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`In the Matter of the Proposed Acquisition of Royal Indemnity Company, et al., in the
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`Insurance Department of the State of Delaware (hearing officer in contested application for
`acquisition of control of Delaware property/casualty subsidiaries of Royal SunAlliance
`Insurance Group plc).
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`OTHER AFFILIATIONS
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`Music School of Delaware, director (2014 – 2020, 2021-present); Board Chair
`(2018 - 2020), Treasurer (2021 - 2022)
`ACLU Delaware,
`Inc., director
`(1985-2015; President, 1996-2003);
`representative to the National Board of Directors (2004 –2009)
`Wilmington Community Orchestra, violin
`Ardensingers Orchestra, violin
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