Alumni Spotlight: Kevin R. Shannon

Kevin Shannon

Kevin Shannon, an alumnus of the 1992 class, is a nationally recognized corporate attorney at Potter Anderson and Corroon. He is the immediate past chair of the firm’s Corporate Group. His practice includes business and commercial litigation and corporate counselling and governance.

Mr. Shannon has substantial experience in litigating stockholder class, derivative, and other actions in the Delaware Court of Chancery, as well as providing advice on various proceedings under the Delaware General Corporation Law. He has won favorable rulings in notable cases, including In re, Inc., No. CV 8173-VCG, 2015 WL 399726, (Del. Chan. Jan. 30, 2015), and Air Products and Chemicals, Inc. v. Airgas, Inc., 16 A.3d 48 (Del. Chan. 2011).

In, Mr. Shannon and co-counsel represented in an appraisal action. Following trial, the Court of Chancery adopted Ancestry’s proposed $32-per-share merger price as the fair value of the stock, and rejected the $47 valuation proposed by hedge fund shareholders. Commentators have observed that could be seen as a blow to the investment strategy known as appraisal arbitrage, where stock is purchased after a merger is announced with the intent to seek appraisal by the court.

In Airgas, Mr. Shannon and co-counsel represented Airgas, the target corporation in an attempted hostile takeover that had lasted for over a year. Following two trials, and a successful appeal to the Delaware Supreme Court, the Court of Chancery issued a 153-page opinion ruling in favor of Airgas and its board of directors, and reaffirming Delaware Supreme Court precedent that “the power to defeat an inadequate hostile tender offer ultimately lies with the board of directors.” Mr. Shannon commented that he was particularly pleased with the Airgas victory because it was hard fought case and it is very unusual for a target company to successfully defend against an offer at a substantial premium to the market price.

Mr. Shannon has also been involved in numerous cases involving partnerships, limited partnerships, and LLCs. He frequently counsels directors, stockholders, and other parties on their rights and obligations under Delaware law. He has been named among the Best Lawyers in America for 2015, the 2014 Delaware Super Lawyers in Business Litigation, and, in the 2014 edition of Chambers USA, one of America’s Leading Lawyers for Business for his work in the Court of Chancery.

Recently, Mr. Shannon moderated a panel on “Books and Records Demands and Other Shareholder Demands on Boards” at the Second Annual Delaware Law Issues Update, sponsored by the Society of Corporate Secretaries & Governance Professional. The Honorable Carolyn Berger, Douglas Chia, and Stuart M. Grant served on the panel.

Mr. Shannon is a member of both the Delaware Court of Chancery Rules Committee and the Delaware Supreme Court Rules Committee. He also served on the state Board of Bar Examiners for six years.

Mr. Shannon continues to live in Wilmington. He has four children.

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