ProfessionalsJason S. Tyler

Jason S. Tyler
Counsel
Tel: +1-302-655-4340
Fax: +1-302-397-2758
emailjtyler@paulweiss.com
500 Delaware Avenue, Suite 200, Post Office Box 32
Wilmington,
DE
19899-0032
Fax: +1-302-397-2758
- Practices:
- Corporate
- Corporate Governance
- Mergers & Acquisitions
As counsel in the Corporate Department and member of the Mergers & Acquisitions Group, Jason Tyler focuses his practice on transactional and corporate governance-related issues, including public and private company mergers and acquisitions, asset sales and other significant transactions, financings, takeover defenses and advance preparedness measures, contests for corporate control and stockholder activism, indemnification and director liability and fiduciary duties. Jason has experience advising boards of directors, special committees, investors and corporate clients in a broad range of matters in the context of both specific M&A transactions and ongoing, non-transactional bases.
Jason regularly writes on emerging issues in Delaware corporate law, including two pieces co-authored with retired Vice Chancellor Donald F. Parsons, Jr. of the Delaware Court of Chancery, a chapter in Research Handbook on Mergers and Acquisitions entitled Activist stockholders, corporate governance challenges, and Delaware law and an article in the Washington & Lee Law Review entitled Docket Dividends: Growth in Shareholder Litigation Leads to Refinements in Chancery Procedures. Appointed in 2015 by the Delaware Supreme Court, Jason also currently serves as an associate member of the court’s Board of Bar Examiners.
Related Resources
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- Feb 28, 2021
- Publications
Delaware Court’s Injunction of “Extreme” Poison Pill Unlikely to Affect Typical Market Practice
The Delaware Court of Chancery enjoined a shareholder rights plan with a package of novel features that together constituted “a more extreme combination of features than any pill previously evaluated” in Delaware. While it is very…
Price Chopper/Market 32 and Tops Markets to Merge
- Feb 08, 2021
- Client News
Price Chopper/Market 32 and Tops Markets to Merge
In a deal uniting two of the New York region’s iconic grocery chains, Paul, Weiss is representing Tops Markets in its merger with Price Chopper/Market 32.
General Atlantic to Invest in Equality Health
- Jan 26, 2021
- Client News
General Atlantic to Invest in Equality Health
Paul, Weiss advised General Atlantic in its strategic investment in Equality Health, a leading provider of technology, services and support for value-based care.
National General Sold to Allstate in $4 Billion Deal
- Jan 04, 2021
- Client News
National General Sold to Allstate in $4 Billion Deal
Paul, Weiss advised National General Holdings Corporation in its sale to the Allstate Corporation for approximately $4 billion in cash.
Delaware M&A Quarterly
- Jan 05, 2021
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the fourth quarter of 2020.
Owl Rock and Dyal Capital to Form Blue Owl Capital, Listed on NYSE via Business Combination with Altimar Acquisition Corporation
- Dec 23, 2020
- Client News
Owl Rock and Dyal Capital to Form Blue Owl Capital, Listed on NYSE via Business Combination with Altimar Acquisition Corporation
Paul, Weiss is advising Altimar Acquisition Corporation in its combination with Owl Rock Capital Group and the Dyal Capital Partners division of Neuberger Berman Group LLC to form Blue Owl Capital Inc., a stand-alone firm that will…
Extraction Oil & Gas Obtains Confirmation of Reorganization Plan
- Dec 22, 2020
- Client News
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Paul, Weiss is advising an ad hoc group of unsecured noteholders in the prearranged chapter 11 restructuring of Extraction Oil & Gas, Inc., one of the largest oil and gas exploration and production companies in the Rocky Mountain…
Delaware Court of Chancery Permits Buyer to Terminate Merger Due to Target’s Failure to Operate in the Ordinary Course; But Finds No MAE Due to COVID-19
- Dec 07, 2020
- Publications
Delaware Court of Chancery Permits Buyer to Terminate Merger Due to Target’s Failure to Operate in the Ordinary Course; But Finds No MAE Due to COVID-19
The court held that COVID-19 did not result in a material adverse effect because pandemics fall within the exception for “natural disasters and calamities.”
D1 Capital to Acquire Collectors Universe in $700 Million Group Investment
- Nov 30, 2020
- Client News
D1 Capital to Acquire Collectors Universe in $700 Million Group Investment
Paul, Weiss is advising D1 Capital Partners L.P. in its group acquisition of Collectors Universe, Inc., a leading provider of value-added authentication and grading services to dealers and collectors of collectibles.
Oak Hill Invests in Race Communications
- Nov 04, 2020
- Client News
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Paul, Weiss is advising Oak Hill Capital in its investment in Race Communications, a leading fiber-to-the-premises operator serving homes, small businesses and large enterprises across California.
Churchill Capital Corp II to Acquire Skillsoft and Global Knowledge in $1.5 Billion Deal
- Oct 13, 2020
- Client News
Churchill Capital Corp II to Acquire Skillsoft and Global Knowledge in $1.5 Billion Deal
Paul, Weiss is advising Churchill Capital Corp II in its acquisition of Software Luxembourg Holding S.A. (Skillsoft), a global leader in digital learning and talent management solutions, and its acquisition of Global Knowledge…
Delaware M&A Quarterly
- Oct 06, 2020
- Publications
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In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the third quarter of 2020, as well as the 2020 amendments to the Delaware General…
J.Jill Completes Out-of-Court Restructuring
- Sep 30, 2020
- Client News
J.Jill Completes Out-of-Court Restructuring
Paul, Weiss advised sponsor Towerbrook Capital Partners in the successful out-of-court restructuring of its portfolio company J.Jill, Inc.
Neiman Marcus Emerges From Bankruptcy
- Sep 25, 2020
- Client News
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Paul, Weiss advised an ad hoc committee of secured noteholders of Neiman Marcus Group in its successful chapter 11 reorganization.
J.Jill to Execute Out-of-Court Restructuring
- Sep 11, 2020
- Client News
J.Jill to Execute Out-of-Court Restructuring
Paul, Weiss is advising sponsor Towerbrook Capital Partners in the financial restructuring of its portfolio company J.Jill, Inc., a nationally recognized women’s apparel brand.
Delaware M&A Quarterly
- Jul 07, 2020
- Publications
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In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the second quarter of 2020.
Delaware Court of Chancery Finds Private Equity Controller’s Preferred Redemption Entirely Fair
- May 20, 2020
- Publications
Delaware Court of Chancery Finds Private Equity Controller’s Preferred Redemption Entirely Fair
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Delaware Court of Chancery Clarifies When Minority, Rollover Stockholders Become Controllers in a Take-Private Transaction
- May 04, 2020
- Publications
Delaware Court of Chancery Clarifies When Minority, Rollover Stockholders Become Controllers in a Take-Private Transaction
The court held that two minority stockholders did not effectively become controllers of a company by rolling over their shares in a going-private merger with the company’s majority stockholder.
Delaware Governor Issues Emergency Order Permitting Notice of Virtual-Only Shareholder Meetings by Exchange Act Filing and Press Release
- Apr 07, 2020
- Publications
Delaware Governor Issues Emergency Order Permitting Notice of Virtual-Only Shareholder Meetings by Exchange Act Filing and Press Release
Delaware’s governor issued an emergency order permitting Delaware public corporations to re-notice or adjourn annual or special shareholder meetings as virtual-only meetings solely by a filing and a press release.
Delaware M&A Quarterly
- Apr 06, 2020
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the first quarter of 2020.
UPDATE: The Coronavirus’ Impacts on Your Annual Meeting
- Mar 17, 2020
- Publications
UPDATE: The Coronavirus’ Impacts on Your Annual Meeting
As we enter the run-up to peak proxy season and with travel restrictions and “social distancing” measures increasing, companies face challenges on how to address the coronavirus (COVID-19) outbreak in the context of their annual…
The Coronavirus’ Impacts on Your Annual Meeting
- Mar 11, 2020
- Publications
The Coronavirus’ Impacts on Your Annual Meeting
As peak proxy season approaches and travel restrictions and quarantines increase, companies face challenges on how to address the coronavirus (COVID-19) outbreak in the context of their annual shareholders meetings. In this memo, we…
Delaware Court of Chancery Provides Guidance around Special Committee Approvals in Non-Controller Conflicted Transactions
- Mar 04, 2020
- Publications
Delaware Court of Chancery Provides Guidance around Special Committee Approvals in Non-Controller Conflicted Transactions
The Delaware Court of Chancery recently confirmed in Salladay v.Lev that conditioning a conflicted (but non-controller) transaction upon approval by a fully empowered, disinterested and independent special committee can restore the…
Delaware Supreme Court Requires Stockholders to Comply or Object to Supplemental Information Requests by Deadline
- Jan 21, 2020
- Publications
Delaware Supreme Court Requires Stockholders to Comply or Object to Supplemental Information Requests by Deadline
In BlackRock Credit Allocation Income Trust v. Saba Capital Master Fund, Ltd. (available here), the Delaware Supreme Court held that two publicly traded, closed-end fund trusts advised by BlackRock Advisors, LLC were not required to…
Delaware M&A Quarterly
- Jan 07, 2020
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the fourth quarter of 2019.
Recent Delaware Decisions Signal Renewed Focus on Board-Level Compliance Oversight
- Nov 13, 2019
- Publications
Recent Delaware Decisions Signal Renewed Focus on Board-Level Compliance Oversight
Breach of the duty of oversight claims against Delaware directors are known as “possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment.”
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- Jul 10, 2019
- Publications
Delaware Court of Chancery Holds Controlling Stockholder Merger May Have Violated Section 203; Stockholders May Enforce Related Standstill
Recently in Arkansas Teacher Retirement System v. Alon USA Energy, Inc., the Delaware Court of Chancery (in an opinion by Vice Chancellor McCormick) held, on a motion to dismiss, that Delek US Holdings, Inc.’s acquisition of Alon may…
Delaware M&A Quarterly
- Jul 09, 2019
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Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the second quarter of 2019.
Delaware Supreme Court Finds Directors May have Breached Caremark Duties by Failing to Oversee Compliance Risks; Rules Personal and Business Relationships Undermined Director’s Independence
- Jun 25, 2019
- Publications
Delaware Supreme Court Finds Directors May have Breached Caremark Duties by Failing to Oversee Compliance Risks; Rules Personal and Business Relationships Undermined Director’s Independence
Recently in Marchand v. Barnhill, the Delaware Supreme Court, sitting en banc, reversed the Court of Chancery’s dismissal of claims alleging that the directors of Blue Bell Creameries USA, Inc. acted in bad faith by failing to…
Delaware Supreme Court Rejects Reliance on Trading Price in Appraisal Action; Orders Award of Deal Price Minus Synergies
- Apr 19, 2019
- Publications
Delaware Supreme Court Rejects Reliance on Trading Price in Appraisal Action; Orders Award of Deal Price Minus Synergies
In Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., the Delaware Supreme Court reversed the Court of Chancery’s exclusive reliance on a pre-announcement stock trading price to determine “fair value” in a statutory appraisal …
Delaware M&A Quarterly
- Apr 08, 2019
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the first quarter of 2019.
May 2017: Private Equity Digest
- May 22, 2017
- Publications
May 2017: Private Equity Digest
In this edition of the Paul, Weiss Private Equity Digest, we discuss appraisal risk in private equity transactions and possible ways to address this risk.
Client Alert: Delaware Court of Chancery Dismisses Post-Closing Merger Challenge Due to Fully Informed Stockholder Approval
- Sep 01, 2016
- Publications
Client Alert: Delaware Court of Chancery Dismisses Post-Closing Merger Challenge Due to Fully Informed Stockholder Approval
In Larkin v. Shah issued last week, the Delaware Court of Chancery dismissed a stockholder challenge to a merger due to the cleansing effect of fully informed stockholder approval, applying the Delaware Supreme Court's recent…