Kevin G. Abrams
Partner

Direct Contact Information:
Phone: 302-778-1002
Fax: 302-778-1001
Cell: 302-547-8000
Email: Abrams@AbramsLaster.com

Education:
University of Virginia School of Law, J.D., 1984.

University of Pennsylvania, A.B., 1978.

Professional Honors, Associations and Memberships:
Delaware State Bar Association
American Bar Association

Publications, Speeches and Seminars:
Frequent contributor and speaker at numerous law firm meetings, seminars and continuing legal education programs on various issues relating to Delaware corporate law and associated litigation, opinion and advisory issues.

Contributing Author, The Delaware Law of Corporations and Business Organizations (3d ed. 1998)

Relevant Chapters:
“Directors and Officers”
“Transfers of Securities and Tender Offers”
“Sale of Assets, Dissolution & Winding Up”
“Suits Against Corporations, Directors, Officers or Stockholders”

Co-Author:

• “New Rules For Going-Private Transactions In Delaware,” Insights (Aug. 2005)
• “Sale of a Public Company by a Controlling Stockholder,” Insights (Jan. 2001)
• “The Attorney-Client Privilege in a Corporate Control Dispute,” Insights (Mar. 1999)
• “Implications of the Delaware Dead Hand Decisions,” M & A Lawyer (Feb. 1999)
• “The Death of the Dead-Hand Pill in Delaware,” Insights (Feb. 1999)
• “An Updated View of the Directors’ Fiduciary Duty of Oversight,” Insights (De. 1996)
• “Recent Developments in the Corporate Opportunity Doctrine in Delaware,” Insights (June 1996)
• “Procedural Defenses in Proxy Contests,” The Business Lawyer (Feb. 1992)
• “Lock-Ups in Contested Takeovers,” The Review of Securities Regulation (May 1986)

Representative Clients:
Liberty Media (complex transactions and offensive/defensive litigation)
Engelhard (defend target of hostile offer/auction to sell company)
Digex Special Committee (merger negotiations and litigation)
Caremark (internal investigation; derivative claims; securities litigation)
Welsh Carson (numerous acquisitions of public or private companies and related litigation)
Mentor Graphics (hostile tender offer and offensive takeover litigation)
Cox Enterprises (largest all-cash going private merger and related litigation)
Providence Equity (defending breach of contract claims raised by another private equity firm)
Vail Resorts (SEC investigation and related board of directors oversight)
Crompton Corporation (civil, criminal and internal investigations)
Former TCI Directors (defending personal liability claims arising from $60 billion transaction)
Kapoor (offensive advancement and indemnification claims)
Gonsalves (offensive appraisal claims)
Liberty Digital (defending appraisal claims)
Insight Communications (represent controlling stockholder in complex going-private transaction)
Empress Entertainment (defense of controlling stockholders in sale of the company)
Harrah’s Entertainment (multiple lawsuits regarding control over casinos)

Bar Admissions:
Delaware Supreme Court
U.S. District Court for the District of Delaware
U.S. Court of Appeals for the Third Circuit

Before Abrams & Laster:
Director, Richards, Layton & Finger, P.A., 1991-2005.
Associate, Richards, Layton & Finger, P.A., 1984-1991.