Gregory V. Varallo - Wilmington, DE

Awards and Honors

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Gregory V. Varallo included in a Super Lawyers® list

Education

• Legal Education

  • Temple University School of Law, Philadelphia, Pennsylvania, 1983
    J.D.
    Honors: President (1982 - 1983), Moot Court Board, Best Oral Advocate

• Non Legal Education

  • University of Pennsylvania, Philadelphia, Pennsylvania, 1980
    B.A.

Current Employment Position(s)

• Partner, since 2019

Classes and Seminars

• Handing High-Tech Mergers and Acquisitions in a Cooling Market, Pracitising Law Institute, Palo Alto
  
• Judicial Standards of Review of Corporate Fiduciary Action, Delaware State Bar Association, Corporate Law Section and Widener University School of Law, Wilmington
  
• Advanced Course of Study: 2001 Mergers and Acquisitions, Continuing Education of the Bar, California State Bar Association, Business Law Section, San Francisco
  
• Review of Developments in Business and Corporate Litigation, Co-Chair, ABA Mid-Year Meeting, Philadelphia
  
• ABA Handbook for the Conduct of Shareholders' Meetings, American Society of Corporate Secretaries, September 29, 2000
  
• Third Annual High-Tech M & A Institute, Santa Clara, September, 2000
  
• Third Annual High-Tech M & A Institute, New York, October, 2000
  
• Handling Mergers and Acquisitions in High-Tech and Emerging Growth Environments, Practising Law Institute, May (New York), June (Palo Alto), 2000
  
• Advanced Course of Study: 2000 Mergers and Acquisitions, Continuing Education of the Bar, California State Business Law Bar Association, San Francisco
  
• 4th Annual Institute on Negotiating Business Acquistions, American Bar Assocation, Newport Beach, November 12, 1999
  
• Conducting a Sharholders' Meeting Under of the American Bar Assocation Guidelines, Society of Corporate Secretaries, October 20, 1999
  
• Conducting A Shareholders' Meeting, American Bar Association Annual Meeting, August 9, 1999
  
• Handling Mergers & Acquisitions in High-Tech & Emerging Growth Environments, Practising Law Institute, New York/Boston, April 20, 1999
  
• Advanced Course of Study: 1999 Mergers & Acquisitions, Continuing Education of the Bar - California, University of California, (San Francisco), April 30, 1999
  
• Advanced Course of Study: 1999 Mergers & Acquisitions, Continuing Education of the Bar - California, University of California, (Los Angeles), April 17, 1999
  
• Guidelines for the Conduct of Stockholders' Meetings -- A Work in Progress, American Bar Association, Section of Business Law, December 4, 1998
  
• Counseling Start - Up and Emerging Companies, Law Journal Seminars, October 15, 1998 - October 16, 1998
  
• Handling Mergers & Acquisitions in High-Tech & Emerging Growth Environments, Practising Law Institute, April 23, 1998 - April 24, 1998
  
• Advanced Course of Study: Mergers & Acquisitions, Continuing Education of the Bar, University of California and California State Bar Association, Section of Business Law, April 1, 1998 - April 2, 1998
  
• Litigation Perspectives on Takeovers of Limited Partnerships, American Bar Association Annual Meeting, August 4, 1997
  
• Recent Developments in Corporate Governance, American Society of Corporate Secretaries, Detroit Chapter and State Bar of Michigan Committee on In-House Counsel, Section of Business Law, Detroit, Michigan, October 27, 1994
  
• Summary Proceedings for Major Commercial Litigation, Philadelphia Bar Association, October 13, 1994
  
• Fiduciary Duties of Directors of Troubled Companies, American Bar Association Annual Meeting, August, 1993
  
• Fiduciary Duties of Directors of Insolvent or Nearly Insolvent Corporations, Delaware State Bar Association, March 5, 1993
  
• 19th Annual Business & Securities Law Seminar, MCLE, Boston, MA, October 1, 2001

Representative Cases

• Carlton Investments v. TLC Beatrice International Holdings Co.
  • Citation: C.A. No. 13950
  • Court: DE. Chancery
  • Year: 1997
• Emerald Partners v. Berlin
  • Court: Del. Supr, No 96,2001
  • Year: 2001
• Carlton Invs. v. TLC Beatrice Int'l Holdings, Inc.
  • Citation: 1995 WL 305829, 23 Del. J. Corp. L. 712, Allen, C.
  • Court: Del. Ch., May 30
  • Year: 1997
• PL Capital, LLC v. Central Bancorp, Inc.
  • Citation: No. 03-0554 BLS, Van Gestle, J.
  • Court: Mass. Super. June 30
  • Year: 2003
• Emerald Partners v. Berlin
  • Citation: 787 A.2d 85
  • Court: Del.
  • Year: 2001
• Emerald Partners v. Berlin
  • Citation: 840 A.26 641
  • Court: Del.
  • Year: 2003

Published Works

Articles

• Contributor, Handbook for the Conduct of Shareholders' Meetings, American Bar Association, 2000
  
• Co-Author, Fundamentals of Corporate Governance: A Guide for Directors and Coporate Counsel, American Bar Association, 1996
  
• Action by Written Consent, in R. Balotti, J. Finkelstein & G. Williams, Meetings of Shareholders, Prentice Hall, 1996
  
• The Board of Directors, Bureau of National Affairs, Corporate Practice Series, 1994
  
• Co-Author, Organizing a Delaware Corporation, in R. Harroch, Start-Up Companies Planning, Financing and Operating the Sucessful Business, Law Journal Seminars Press, 1996
  
• Co-Author, Adjourn to Win? SWIB v. Peerless and the ABA Handbook, 4 M & A Lawyer 9, March, 2001
• Co-Author, Delaware Court Expounds on Director's Duty in Granting Section 203 Waiver, 9 Corp. Gov. Advisor 24, Jan./Feb., 2001
• Co-Author, Developments in Shareholder Meetings, Insights, January, 2001
• Co-Author, A Process-Based Model for Analyzing Deal Protection Measures, 55 Bus. Law 1609, August, 2000
• Co-Author, Protecting The Deal In An Auction; Contract Rights vs. Corporate Control, Business Law Today, February, 1999
• Co-Author, From Kahn to Carlton: Recent Developments in Special Committee Practice, 53 Bus. Law. 397, 1998
• Co-Author, Litigation Involving "Takeovers" of Limited Partnerships, Insights, November, 1997
• Fiduciary Obligations of Directors of the Financially Troubled Company, 48 Bus. Law. 329, 1992
• Co-Author, Counselor Beware: Pension Parachutes and Directed Voting Provisions Questioned in Delaware, Insights, June, 1991
• Co-Author, When a Delaware Corporation Fails to Hold an Annual Meeting, Insights, March, 1991
• Co-Author, Amsted Industries; Structuring the Sale of Corporate Control Outside the Auction Context, Insights, May, 1990
• Delaware Developments in Proxy Fights, Insights, December, 1989
• The Market Check in the Market Place for Corporate Control, Insights, May, 1989
• Action by Written Consent in Control Contests - Strategic and Legal Considerations, 14 Sec. Reg. L.J. 1, 1986
• Datagram Proxies: Gaps at the Interface Between Law and Technology, 2 Computer Law 8, August, 1985

Bar Admissions

• Delaware, 1984
• U.S. Court of Appeals 2nd Circuit
• U.S. Court of Appeals 3rd Circuit
• U.S. Court of Appeals 5th Circuit

Specialties and Certifications

• Certified Superior Court Mediator

Other Affiliations

• American Bar Association ( Subcommittee on Corporate Counseling and Litigation, Past Chair; Task Force on Litigation Reform and Rules Revision, Past Co-Chair and Task Force on Stockholder Meetings, Current Member)