As a first-year associate in 2005, Steven Haas got a call from J. Travis Laster. Haas had been a student in a course Laster taught on Delaware takeover litigation at the University of Virginia School of Law the previous year, and Laster wanted to know if Haas would join him as an associate at a firm he and Kevin Abrams were launching in Wilmington.
Haas accepted the offer and moved from Richmond, Va., where he was a lawyer at Hunton Andrews Kurth LLP, to join Abrams & Laster LLP, now Abrams & Bayliss LLP. He handled primarily corporate work at the Wilmington boutique but also did some litigation work, an experience that deeply informed his development as a lawyer, Haas says on this week’s Drinks With The Deal podcast.
“It helps you calibrate risk,” says Haas, who now co-heads Hunton’s M&A practice. “If you’ve been in the trenches in litigation, you see how making a decision, which may be perfectly justifiable at the time, is open to being second-guessed when other things happen later in that transaction. You take a risk, and standing alone, that risk is very defensible, but you never know where a transaction is going to go, and then a few other things happen, and suddenly you’ve got a deal with a bunch of hair on it. You see how emails and documents can be taken out of context. You learn how important it is to create the objective record.”
Haas continues to pay close attention to Delaware case law, as he discusses on the podcast. He notes that the Delaware Court of Chancery — on which Laster sits as a vice chancellor — has issued at least six decisions in the past 13 months where claims were upheld against officers. Most of those cases involved allegations about insider conduct, Haas says, but some featured claims that a failure to disclose required information stemmed from officers’ violation of their duty of care, a worrisome trend to members of the corporate bar.
Haas also discusses recent case law on material adverse effects clauses and ordinary course covenants. While MAE law is fairly well settled, the COVID-19 pandemic has made lawyers reconsider how they draft ordinary course covenants.
In addition to practicing M&A law, Haas teaches it as an adjunct professor at the University of Richmond School of Law, where he began teaching a course on the topic as a senior associate. “I think it’s good for practitioners. It forces you to reexamine what you’re doing. And it’s good to reread the seminal cases.”