ProfessionalsStephen P. Lamb

Stephen P. Lamb
Of Counsel
Tel: +1-302-655-4411
Fax: +1-302-397-2746
emailslamb@paulweiss.com
500 Delaware Avenue, Suite 200, Post Office Box 32
Wilmington,
DE
19899-0032
Fax: +1-302-397-2746
Of counsel in the Corporate and Litigation Departments, Stephen Lamb focuses his practice on Delaware corporate law and governance issues arising in a variety of transactional and litigation contexts.
EXPERIENCE
Judge Lamb joined Paul, Weiss in 2009 from the Delaware Court of Chancery, where he had served as Vice Chancellor since 1997. While on the Court of Chancery, Judge Lamb decided many important corporate and commercial law matters, including the multibillion-dollar Huntsman/Hexion merger agreement dispute, the fight over the governance of IAC/Interactive Inc. and many other significant cases. Over the course of his 12 years of service, Judge Lamb gained a national reputation as a knowledgeable, fair and efficient jurist.
Judge Lamb advises Paul, Weiss clients on a full range of issues that arise in transactions, investigations and litigation. Judge Lamb counsels boards of directors, special committees and independent committees on numerous issues, including fiduciary duties and other Delaware law aspects of corporate management, focusing especially on mergers and acquisition matters.
Some of Judge Lamb's recent representations include:
- The Special Committee of C&J Energy in connection with its go-shop process;
- SIGA Technologies, Inc., in an appeal to the Delaware Supreme Court arising from a contract dispute with PharmAthene, Inc.;
- Encana Corporation's defense of shareholder litigation arising out of the acquisition of Athlon Energy Inc. by its indirect, wholly owned subsidiary in a transaction valued at approximately $7.1 billion;
- Emdeon in its $3 billion sale to Blackstone;
- Harbinger Capital Partners' defense of shareholder litigation arising out of the sale of its controlling interest in Spectrum Brands, Inc. to Harbinger Group, Inc.; and
- Viacom in a dispute over earn-out payments to selling stockholders of Harmonix Music Systems, developer of the "Guitar Hero" and "Rock Band" video games.
Judge Lamb continues to lecture and write on numerous corporate governance and Delaware law issues. He is recognized as a leading Delaware Chancery lawyer by Chambers USA and by Lawdragon as one of the 500 leading lawyers in the United States. He is a member of the American Law Institute and the Delaware State Bar Association. Judge Lamb is also a founding member of NYSE Euronext's Commission on Corporate Governance.
Early in his career, Judge Lamb served as a Special Counsel in the Office of the General Counsel of the United States Securities and Exchange Commission.
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Stephen Lamb and Jacqueline Rubin To Discuss Recent Developments in Delaware Law
Litigation partners Judge Stephen Lamb and Jacqueline Rubin will participate in a Practicing Law Institute full-day seminar titled "Delaware Law Developments 2016: What All Business Lawyers Need to Know."
Corporate Partners Co-Author Article on the Delaware Court of Chancery’s Ruling in In re Volcano Corporation Stockholder Litigation
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Corporate Partners Co-Author Article on the Delaware Court of Chancery’s Ruling in In re Volcano Corporation Stockholder Litigation
Corporate partners Scott Barshay, Ariel Deckelbaum, Ross Fieldston, Stephen Lamb and Jeffrey Marell authored a client memorandum, titled "Expansion of the BJR to Stockholder Approval of 'Medium Form' Mergers."
Client Alert: Delaware M&A Quarterly
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Client Alert: Delaware M&A Quarterly
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Delaware Court of Chancery Holds That Tendering Stockholders in a “Medium Form” Merger Have the Same Cleansing Effect as
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Delaware Court of Chancery Holds That Tendering Stockholders in a “Medium Form” Merger Have the Same Cleansing Effect as
In In re Volcano Corporation Stockholder Litigation, the Delaware Court of Chancery held that the acceptance of a first-step tender offer by fully informed, disinterested, uncoerced stockholders representing a majority of a…
Client Alert: Delaware Court of Chancery Holds That Outside Counsel’s Refusal to Render Tax Opinion Required for Closing of Merger Was in Good Faith and Permits Termination of Merger Agreement
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Client Alert: Delaware Court of Chancery Holds That Outside Counsel’s Refusal to Render Tax Opinion Required for Closing of Merger Was in Good Faith and Permits Termination of Merger Agreement
In The Williams Companies, Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Court of Chancery held that an acquirer in a merger did not fail to use "commercially reasonable efforts" to obtain a tax opinion from its tax…
Litigation Partners Author Article on Dell Appraisal Decision
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- Publications
Litigation Partners Author Article on Dell Appraisal Decision
Litigation partners Lewis Clayton and Stephen Lamb co-authored a client memorandum that was featured on the Harvard Law School Forum on Corporate Governance and Financial Regulation website.
Delaware Chancery Court Dismisses Derivative Action Against lululemon Board and Founder
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- Client News
Delaware Chancery Court Dismisses Derivative Action Against lululemon Board and Founder
The Delaware Court of Chancery dismissed in its entirety a derivative complaint filed against the board of directors of lululemon athletica, including Paul, Weiss client Dennis "Chip" Wilson, lululemon's founder and former…
Client Alert: Implications of the Recent Dell Appraisal Decision
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Client Alert: Implications of the Recent Dell Appraisal Decision
On May 31, Vice Chancellor Laster of the Delaware Court of Chancery held that, for purposes of Delaware's appraisal statute, the fair value of the common stock of Dell Inc. at the time of its sale to a group including the…
Client Alert: Delaware Court of Chancery Holds That Board’s Decision to Disregard Speculative Projections Did Not Support Claim of Bad Faith
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Client Alert: Delaware Court of Chancery Holds That Board’s Decision to Disregard Speculative Projections Did Not Support Claim of Bad Faith
In In re Chelsea Therapeutics International Ltd. Stockholder Litigation, the Court of Chancery dismissed claims that the board of a target company acted in bad faith and breached its duty of loyalty by instructing its financial…
Time Warner Cable Completes Merger With Charter Communications
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Time Warner Cable Completes Merger With Charter Communications
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Client Alert: Delaware Supreme Court Upholds Dismissal of Aiding and Abetting Claim against Financial Advisor Where Merger is Approved by Fully Informed, Disinterested Stockholder Vote
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- Apr 01, 2016
- Client News
Walter Energy Closes Sale of Alabama Assets to Warrior Met Coal
Paul, Weiss client Walter Energy announced the close of the sale of substantially all of its core assets, comprising its Alabama coal assets, to Warrior Met Coal, LLC, an entity owned by the company's first lien creditors.
Delaware M&A Quarterly
- Apr 04, 2016
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several cases of significance to the M&A practice, including In re Trulia, Inc. Stockholders Litigation, Johnson v. Driscoll, FdG Logistics LLC v.…
Client Alert: Delaware Court of Chancery Holds that a Minority Stockholder May Be a Controlling Stockholder Where It Has Control and Influence over a Board at the Time of a Transaction
- Mar 04, 2016
- Publications
Client Alert: Delaware Court of Chancery Holds that a Minority Stockholder May Be a Controlling Stockholder Where It Has Control and Influence over a Board at the Time of a Transaction
In Calesa Associates, L.P., v. American Capital, Ltd., the Delaware Court of Chancery denied a motion to dismiss breach of fiduciary duty claims against a 26% stockholder and members of a company's board of directors, holding…
Client Alert: Delaware Court of Chancery Holds That a Buyer’s Fraud Claim
- Feb 25, 2016
- Publications
Client Alert: Delaware Court of Chancery Holds That a Buyer’s Fraud Claim
In FdG Logistics LLC v. A&R Logistics Holding, Inc., the Delaware Court of Chancery held that a seller's disclaimer in a merger agreement of extra-contractual representations and warranties was insufficient to bar a buyer's…
Client Alert: Delaware Court of Chancery Rejects Another Disclosure-Only Settlement
- Jan 26, 2016
- Publications
Client Alert: Delaware Court of Chancery Rejects Another Disclosure-Only Settlement
In In re Trulia, Inc. Stockholders Litigation, the Delaware Court of Chancery has again rejected a settlement in the M&A context that released a broad range of claims in exchange only for supplemental disclosure in…
Delaware M&A Quarterly
- Jan 08, 2016
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several cases of significance to the M&A practice, including Corwin v. KKR Financial Holdings LLC, In re Zale Corporation…
Client Alert: Delaware Court of Chancery Holds Extra-Contractual Fraud Claim Is Barred By Anti-Reliance/Integration Clauses
- Jan 08, 2016
- Publications
Client Alert: Delaware Court of Chancery Holds Extra-Contractual Fraud Claim Is Barred By Anti-Reliance/Integration Clauses
In Prairie Capital III v. Double E Holding Corp., the Delaware Court of Chancery held that the anti-reliance and integration clauses in a stock purchase agreement barred the purchaser's claim for fraud to the extent based on…
Client Alert: Delaware Supreme Court Affirms Rural/Metro Decision, Including Aiding and Abetting Liability
- Dec 02, 2015
- Publications
Client Alert: Delaware Supreme Court Affirms Rural/Metro Decision, Including Aiding and Abetting Liability
The Delaware Supreme Court has issued its much anticipated opinion in RBC Capital Markets v. Joanna Jervis, affirming all of the principal holdings of the Court of Chancery's series of decisions in In re Rural/Metro Corp.…
Delaware Supreme Court Affirms Dismissal of Derivative Lawsuit Against ADT’s Directors
- Nov 19, 2015
- Client News
Delaware Supreme Court Affirms Dismissal of Derivative Lawsuit Against ADT’s Directors
The Delaware Supreme Court affirmed the Delaware Court of Chancery's dismissal of a derivative lawsuit against the directors of The ADT Corporation, represented by Paul, Weiss, as well as defendants Corvex Management LP, a hedge…
Delaware Supreme Court Clarifies Standard of Review in Merger Related Actions
- Nov 19, 2015
- Videos
Delaware Supreme Court Clarifies Standard of Review in Merger Related Actions
In this video interview, corporate and litigation partner Stephen Lamb, a former Vice Chancellor of the Delaware Court of Chancery, discusses the Delaware Supreme Court's decision in Corwin v. KKR Financial…
Walter Energy Enters APA in its Restructuring
- Nov 05, 2015
- Client News
Walter Energy Enters APA in its Restructuring
Paul, Weiss is counsel to Walter Energy and its subsidiaries in their chapter 11 proceedings, filed on July 15 in the Bankruptcy Court for the Northern District of Alabama.
Client Alert: Delaware Court of Chancery Clarifies Application of Business Judgment Review in Post-Closing Merger Context
- Nov 03, 2015
- Publications
Client Alert: Delaware Court of Chancery Clarifies Application of Business Judgment Review in Post-Closing Merger Context
In two opinions published in the last week, the Delaware Court of Chancery had the opportunity to apply and clarify the Delaware Supreme Court's recent decision in Corwin v. KKR.
Apollo Affiliated Funds Acquire OM Group
- Oct 28, 2015
- Client News
Apollo Affiliated Funds Acquire OM Group
OM Group, Inc., a technology-driven diversified industrial company serving global markets, including automotive systems, aerospace and defense, announced the completion of its acquisition by funds managed by affiliates of Paul, Weiss…
Client Alert: Delaware Court of Chancery: There Is No Per Se Rule That All Management Inputs to Financial Advisor
- Oct 14, 2015
- Publications
Client Alert: Delaware Court of Chancery: There Is No Per Se Rule That All Management Inputs to Financial Advisor
In Nguyen v. Barrett, the Delaware Court of Chancery denied a motion for a certification of an interlocutory appeal, holding that where financial advisors derived their own unlevered, after-tax free cash flow analysis, rather…
Client Alert: Delaware Supreme Court Provides Guidance on Standard of Review in Certain Merger Related Actions
- Oct 08, 2015
- Publications
Client Alert: Delaware Supreme Court Provides Guidance on Standard of Review in Certain Merger Related Actions
In Corwin v. KKR Financial Holdings LLC, the Delaware Supreme Court clarified that, in situations where entire fairness review does not apply (e.g., a merger without a controlling stockholder), a transaction that is approved by a …
Client Alert: Delaware Supreme Court Refines Director Independence Analysis
- Oct 05, 2015
- Publications
Client Alert: Delaware Supreme Court Refines Director Independence Analysis
In Delaware County Employees Retirement Fund, et al. v. Sanchez, et al., the Delaware Supreme Court held that stockholder plaintiffs in a derivative action adequately alleged facts to support a pleading-stage inference that a…
Delaware M&A Quarterly
- Oct 05, 2015
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several cases of significance to the M&A practice, including In re Dole Food Co. Inc. Stockholder Litigation, Acevedo v. Aeroflex Holding Corporation, In …
Client Alert: Delaware Court of Chancery Provides Guidance on M&A Litigation Settlement
- Sep 28, 2015
- Publications
Client Alert: Delaware Court of Chancery Provides Guidance on M&A Litigation Settlement
In In re Riverbed Technology Inc. Stockholders Litigation, the Delaware Court of Chancery approved a disclosure only settlement that released a broad range of claims, but in doing so, noted that, going forward, the interests of…
Client Alert: Delaware Court of Chancery Imposes $148,190,590 in Damages on a Controlling Stockholder and Company Executive for Breach of Fiduciary Duties
- Sep 01, 2015
- Publications
Client Alert: Delaware Court of Chancery Imposes $148,190,590 in Damages on a Controlling Stockholder and Company Executive for Breach of Fiduciary Duties
In In re Dole Food Co. Inc. Stockholder Litigation, in connection with a take-private transaction with the controlling stockholder, the Delaware Court of Chancery held in a post-trial opinion that the President of the company and …
Client Alert: Delaware Court of Chancery Rejects M&A Litigation Settlement
- Jul 15, 2015
- Publications
Client Alert: Delaware Court of Chancery Rejects M&A Litigation Settlement
In Acevedo v. Aeroflex Holding Corporation, in connection with a stockholder suit that challenged the sale of a company with a controlling stockholder to a third party, the Delaware Court of Chancery rejected a settlement…
Client Alert: Delaware Court of Chancery Relies Exclusively on Merger Price Less Net Synergies to Determine Fair Value in Appraisal Action
- Jul 07, 2015
- Publications
Client Alert: Delaware Court of Chancery Relies Exclusively on Merger Price Less Net Synergies to Determine Fair Value in Appraisal Action
In a recent appraisal proceeding, the Delaware Court of Chancery concluded that the company had engaged in a thorough sales process, and therefore found that it was appropriate to determine fair value of the company's stock by…
Client Alert: Delaware M&A Quarterly
- Jul 07, 2015
- Publications
Client Alert: Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss the 2015 Amendments to the Delaware General Corporation Law as well as several cases of significance to the M&A practice, including Calma v.…
Richard Rosen and Stephen Lamb Quoted in Bloomberg BNA on Exclusive Forum Clauses
- Jun 12, 2015
- Publications
Richard Rosen and Stephen Lamb Quoted in Bloomberg BNA on Exclusive Forum Clauses
Litigation partner Richard Rosen and litigation and corporate partner Stephen Lamb were quoted in a Bloomberg BNA article titled "Exclusive Forum Clauses Offer Few Issues, Lots of Upside in Protecting Deals: Experts."
Charter Communications to Merge With Time Warner Cable
- May 26, 2015
- Client News
Charter Communications to Merge With Time Warner Cable
As reported in major media outlets, Paul, Weiss client Time Warner Cable and Charter Communications, Inc. announced that they have entered into a definitive agreement for Charter to merge with Time Warner Cable.