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Overview

“Lisa brings creativity and a wealth of experience to her Delaware corporate counseling practice.”

Lisa brings more than two decades of experience guiding companies through complex corporate transactions and strategic decisions involving Delaware corporate law. Her practice spans mergers and acquisitions, IPOs, proxy contests, asset sales, stock issuances and hostile takeovers. She advises both public companies and private equity funds and their portfolio companies in connection with mergers and acquisitions. She also counsels both public and private companies on corporate governance matters, including Delaware fiduciary duties, and the General Corporation Law of the State of Delaware.

In addition, Lisa has a strong capital markets practice, advising on IPOs, secondary offerings, and at-the-market transactions. She also regularly works with private equity and venture-backed companies on preferred stock and debt financings, as well as strategic investments and exits.

Lisa also regularly advises hedge funds and other asset managers on litigation pending in the Delaware courts.

Lisa began her career at Delaware’s largest firm. Prior to joining Hirschler, Lisa was a partner at an international law firm for a decade.

Recognition

Best Lawyers in America® for Corporate Governance Law, 2023 - 2024

Fellow, American Bar Foundation, 2017- present

Northwestern’s Ray Garrett Corporate and Securities Law Institute Planning Committee Member, 2019 - present

Service to Children Award for 10 years of Pro Bono Work, State of Delaware, 2013, 2022

Experience

Experience

  • Advised Axonics, Inc. on its acquisition by Boston Scientific Corporation for $3.7 billion
  • Advised Silicon Motion Technology Corporation on its US$3.8 Billion Cross-Border Take-Private Acquisition by Maxlinear, Inc.
  • Advised Light Jump Acquisition Corp. on its combination with Molech Science Ltd.
  • Advised D-Orbit on its combination with Breeze Holdings Acquisition Corp.
  • Represented Spartacus Acquisition Corporation on its Merger with NextNav
  • Advised Security Matters Limited on Scheme of Arrangement, De-SPAC and Merger with Lionheart III Corp.
  • Advised Primo Water Corporation (NASDAQ: PRMW) in connection with its sale to Cott Corporation (NASD: COTT) for approximately $775 million
  • Advised Pearson PLC, a London-based leading global EdTech and workforce solutions provider, in connection with its acquisition of Credly, Inc., for approximately $200 million
  • Represented II-VI Incorporated on its US$3.2 Billion Acquisition Agreement with Finisar Corporation
  • Represented II-VI Incorporated in connection with its $6.4B acquisition of Coherent
  • Advised Sea Change International Inc. (NASDAQ: SEAC) on its deal with short-video social app Triller.
  • Advised The Goldfield Corporation on its Merger with First Reserve
  • Advised Exact Sciences Corporation (NASD: EXAS) on its Acquisitions of Cancer Detection Companies, Common Stock Sale
  • Advised Exact Sciences Corporation, on its acquisition of Biomatrica, Inc.
  • Represented Discovery Education on its Acquisition of Mystery Science
  • Represented $1.3 Billion Tender Offer for Veloxis Pharmaceuticals
  • Represented Microsoft on its US$1 Billion Equity Investment in OpenAI
  • Represented Hexagon AB on its Acquisition of MSC Software Corporation
  • Advised Tokyo Century Corporation in connection with its acquisition of a 20% stake on Aviation Capital Group
  • Advised SPX Corporation (NYSE: SPX) in connection with its acquisition of ELXSI
  • Represented SPX Corporation in connection with its reorganization under Section 251(g) of the Delaware General Corporation Law
  • Advised Ceres Inc. in connection with its acquisition by Land O’ Lakes
  • Advised Laborie in connection with its acquisition of Cogentix (NASDAQ: CGNT)
  • Advised Ridgemont Equity Partners on its acquisition of a medical products distributor
  • Advised Falfurrias Capital Partners (FCP), a private equity firm in connection with its investment in Brainlabs

Perspectives

Speaking Engagements

  • Panelist, Private Equity and M&A Committee, Recent Case Law Developments
    Laguna Beach, California, 2025
  • Commentator, Mock Oral Argument, Board Oversight of ESG
    Ray Garrett Institute, Northwestern University, 10.2023
  • Moderator, A Conversation with the Honorable Vice Chancellor Will
    Ray Garrett Institute, Northwestern University, 10.2023
  • Earnouts: Trends, Pitfalls and Tips—Market Trends Subcommittee Meeting
    ABA Business Law Section Fall Meeting, 09.2023
  • Caremark Claims
    Southeast Chapter of the Society for Corporate Governance, 05.2023
  • Private Company Acquisitions: Negotiating and Navigating the Fraud Exception
    Strafford Publications Webinar, 2024, 2023 and 2022
  • M&A 2021-2022 Delaware Update: Entire Fairness Standard, Caremark Duties, Appraisal Rights, Demand Futility
    Strafford Publications Webinar, 2022
  • Delaware Law Traps for M&A Practitioners
    North Carolina Bar Association Presentation, 2021
  • Recent Changes in Pennsylvania and Delaware Law Affecting Corporations, LLCs and Other Entities
    K&L Gates Corporate Practice Speaker Series, 2016
  • Negotiating Contractual Indemnity in M&A Deals: Transactional and Litigation Considerations
    Strafford Publications Webinar, 2015, 2017, 2019, 2021
  • Appraisal Rights: A Changing New World
    Deallawyers.com Webcast, 2014
  • Joint Ventures: Critical Issues, Panelist
    Inter-Pacific Bar Association, 2014
  • Drafting Shareholder Agreements for Private Equity M&A Deals, Panelist
    Strafford Publications Webinar, 2015 and 2018
  • Key Issues in Corporate Transactions: Lessons Learned from Select Delaware Cases
    University of Texas School of Law's 29th Annual Technology Law Conference, 2016
  • Business Formation: Start to Finish
    National Bar Institute, Wilmington, DE, 2018
  • Shareholder Meetings & Public Companies: Proxy Materials, Shareholder Proposals, Governance Best Practices
    Strafford Publications Webinar, 2018
  • Annual Survey of Judicial Developments Pertaining to Private Equity and Venture Capital
    ABA Business Law Section Annual Meeting, 2018

Publications

  • Delaware Court Finds Corporate Officers Have Duty of Oversight and Sexual Harassment Can Be a Breach of the Duty of Loyalty
    03.16.2023
  • Despite Legal and Other Challenges, Amendments to Delaware's Corporate Statute Remain Compelling
    01.30.2023
  • Seventh Circuit Strikes Down Delaware Forum Selection Clause and Clears Path to Federal Court for Securities Exchange Act Claims
    03.08.2022
  • An Insolvent Corporations May Transfer All of its Assets to its Creditors Without Stockholder Approval
    04.01.2021
  • CEO's Role in Preparation of a Proxy Statement for a Merger Exposes CEO to Duty of Care Claims
    03.05.2021
  • Chancery Court Dismisses Complaint, Holding That Directors Were Not Conflicted in Approving a Merger Simply Due to the Threat of a Looming Proxy Contest
    12.28.2020
  • COVID-19: Delaware's 2020 Amendments to its General Corporation Law Respond to COVID-19 and More
    08.05.2020
  • COVID-19: Responding to Stockholder Activists and Hostile Takeovers in an Uncertain Environment
    04.16.2020
  • COVID-19: Delaware and the SEC Facilitate Virtual Stockholder Meetings as the COVID-19 Outbreak Spreads
    04.07.2020
  • Delaware Holds that Directors May Choose Lower Value All-Cash Deal Over Stock Deal So Long as the Decision is Made in Good Faith and Free of Conflicts
    03.02.2020
  • Another "Well-Pled" Caremark Claim Survives A Motion To Dismiss: Lessons From Recent Cases on Risk Management, Compliance Systems, And Fiduciary Duties
    11.19.2019
  • Termination Fee is Not Exclusive Remedy for Breach of No-Shop
    10.17.2019
  • Delaware Court of Chancery Applies Entire Fairness Review in Finding That Controlling Stockholders and Special Committee Members Breached Fiduciary Duties to Target Stockholders
    09.04.2019
  • Delaware Chancery Court Makes Groundbreaking "Material Adverse Effect" Finding Allowing Buyer to Terminate Merger Agreement
    10.11.2018
  • A Conflicted Controller Transaction Survives a Motion to Dismiss
    08.31.2018
  • Chancery Court Finds That Interested Directors Breached Their Fiduciary Duties in Granting Themselves Stock Options but Awards Nominal Damages
    05.30.2018
  • Recent Case Interpreting Voting Agreement Highlights Delaware Law Traps
    04.12.2018
  • Transparency is the Best Policy: Teetering on the Edge of Misleading
    02.07.2018
  • Chancery Court Declines to Dismiss Fiduciary Claims Arising From A Self-Tender Offer
    09.14.2017
  • Delaware Proposes New Legislation Addressing Electronic Databases for Corporate Records, Dating Requirement for Stockholder Consents, and More
    05.18.2017
  • Chancery Court Holds That Stockholder Vote on Merger Was Neither Fully Informed nor Uncoerced
    04.20.2017
  • Chancery Court Decision, Invalidating Supermajority Director Removal Bylaw, Has Broad Implications for Supermajority Bylaw Provisions
    02.07.2017
  • Chancery Court Invalidates Supermajority Director Removal Bylaw
    01.30.2017
  • Delaware Chancery Court Confirms the Invalidity of Fee-Shifting Bylaws for Stock Corporations
    01.13.2017
  • Delaware Chancery Court Confirms the Invalidity of Fee-Shifting Bylaws for Stock Corporations
    01.04.2017
  • Delaware Chancery Court Dismisses Revlon Claims Based on Fully Informed, Uncoerced Stockholder Vote
    10.25.2016
  • Directors Trigger Entire Fairness Review by Approving Merger to Extinguish Potential Liability for Derivative Claims
    08.12.2016
  • Tenders Have the Same Cleansing Effect as Stockholder Votes in Two-Step, Section 251(h) Deals
    07.13.2016
  • Chancery Court Finds Non-Reliance Language Insufficient to Bar Extra-Contractual Fraud Claims
    03.23.2016
  • Chancery Court Rejects Disclosure-Only Settlement and Signals Move Towards Greater Scrutiny of Disclosure-Based Settlements
    02.02.2016
  • Chancery Court Confirms that the Removal of Directors Serving on Unclassified Boards and Elected by Plurality Voting Cannot Be Limited to "For Cause."
  • Chancery Court Orders Advancement of Expenses and Confirms that New DGCL Section 205 Provides Limited Authority for the Court to Invalidate Corporate Acts
  • “Annual Survey of Judicial Developments Pertaining to Private Equity and Venture Capital”
    The Business Lawyer, January 2019, 2024, 2025
  • “Removing Directors in Private Companies by Written Consent”
    Harvard Law School Forum on Corporate Governance and Financial Regulation, 30 April 2018
  • "Announcing the ABA's 2017 Private Target Mergers & Acquisitions Deal Points Study"
    Business Law Today, January 2018
  • Annual Survey of Judicial Developments Pertaining to Private Equity and Venture Capital
    The Business Lawyer
  • “A Fully Informed and Disinterested Stockholder Vote Cleanses Transactions Tainted by Board Conflicts”
    ABA Business Law Today, 23 March 2017
  • “Chancery Deals a Blow To Supermajority Bylaw Provisions”
    Law360, 10 February 2017
  • “Five 2015 Private Company M&A Cases for the Deal Lawyers' Playbook”
    Business Law Today, November 2015
  • Annual Survey of Judicial Developments Pertaining to Venture Capital, Editor and Co-author
    Business Lawyer, Fall 2015, Winter 2024, 2025
  • “Lessons On Dueling 'Exclusive Remedy' Clauses In M&A”
    Law360, 14 May 2015
  • “Disparate Treatment of Bidders in M&A Transactions: Protecting Directors and Officers from Liability after Chen v. Howard-Anderson”
    Deal Points, Vol. XIX, Issue 3, 2014
  • “Annual Survey Pertaining to Judicial Developments in Venture Capital”
    Preferred Returns, 2014
  • “Side-Stepping Fiduciary Issues in Negotiating Exit Strategies for Preferred Stock Investments after Trados”
    Business Law Today, 2013
  • “BNA Insights: The Board's Role in Compliance and Risk Management: Lessons from Recent Decisions Revisiting Caremark and Its Progeny”
    15 Corporate Governance Report, Bloomberg/BNA 11, at 32, 2012
  • “Do Stockholders Have a Say on Pay in Delaware? Lessons from Recent Executive Compensation Cases”
    Business Law Today, 2012
  • Contributor
    “The Corporate Governance Review” 3rd. ed., 2012
  • Contributor
    “ABA Handbook for the Conduct of Meetings of Shareholders,” 2nd ed., 2010
  • "As the Disney Trial Gets Underway, Two Recent Delaware Cases May Provide a Glimpse of the Outcome”
    13 Corporate Governance Advisor 20, January/February 2005
  • “The Seven Deadly Sins of Venture Financing Legal Documents”
    14 Venture Capital Review 25, Winter 2004-2005

Community

Community

Professional Affiliations

  • American Bar Association - Member, Council, Business Law Section; Co-Chair, Private Equity and Venture Capital Jurisprudence Subcommittee; Member, Content Board, Business Law Section
  • Delaware State Bar Association

Business and Civic Organizations

  • Delaware's Office of the Child Advocate - Attorney Guardian, Ad Litem
  • ABA Commission on Disability Rights - Commissioner

Beyond the Law

Beyond the Law

Outside of the office Lisa enjoys spending time with her dog, Rosie.

Washington and Lee University School of Law, J.D.

Bucknell University, B.A.

  • Delaware
  • French
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