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Partner: A. Thompson Bayliss
Key practice areas
Dispute resolution
Firm overview

Abrams & Bayliss LLP is a business litigation and advisory boutique that focuses on high stakes controversies and transactions carrying a high risk of litigation.

The firm’s Litigation Practice primarily involves actions in the Delaware Court of Chancery, the nation’s preeminent corporate and commercial law court, and the Delaware Supreme Court. The firm’s litigators have extensive experience representing public and private companies, stockholders, directors and executives in a wide range of business, corporate and alternative entity litigation matters at the trial and appellate level. The firm regularly litigates actions involving corporate control disputes, rights of equity holders, large public and private company controversies, complex transactions, and significant valuation and appraisal proceedings. Unlike many other firms, Abrams & Bayliss represents plaintiffs and defendants, giving their attorneys an added measure of insight on strategic and tactical issues in transactions and litigation. The firm has a proven track record of offensive and defensive litigation, including successfully pursuing and defeating injunction applications, conducting expedited trials and prosecuting and defending claims for significant monetary, declaratory or equitable relief.

The firm’s Transactional Practice primarily involves matters where there is a high risk of litigation or which raise complex or novel issues of Delaware law, such as contests for corporate control, private equity and portfolio company matters, going-private transactions, recapitalizations, refinancings and stockholder or board level disputes. Abrams & Bayliss also advises business entities and their constituents on Delaware issues relating to all phases of their life cycle, ranging from formation questions to continuing issues involving the payment of dividends and asset sales to end-of-life matters such as dissolution and receiverships. The firm regularly provides advice on the interpretation of certificates of incorporation and bylaws, whether for newly formed entities, initial public offerings, operating companies with internal disputes, reincorporations, restructurings or corporations seeking to amend their existing governance documents.

Abrams & Bayliss similarly advises business entities, directors, officers and stockholders on contracts relating to their governance structure and commercial relationships, including stockholder rights plans, stockholder agreements, and indemnification or advancement rights.

As a result of the firm’s expertise on fiduciary duty matters, Abrams & Bayliss regularly represents trust beneficiaries in claims against corporate and individual trustees for significant damages, the replacement of trustees and the amendment of trust instruments.

Abrams & Bayliss represents a broad array of clients including national and international corporations, limited partnerships, limited liability companies, joint ventures, stockholders, directors, equity investors and executives.

All of the firm’s lawyers have distinguished academic records and the firm’s attorneys are regular authors and speakers at national programs regarding Delaware business law matters.

 

Updated July 2024

Address:
20 Montchanin Road, Suite 200
Wilmington, DE 19807
Tel:+1 302 778 1000 Fax:+1 302 778 1001 Web Address:http://abramsbayliss.com
Rankings published in 2025
Dispute resolution
Highly Recommended
14 firms ranked
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Highly Recommended

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Linked Reviews
Dispute Resolution

Wilmington boutique Abrams & Bayliss has staked a firm claim in the community, placing itself on equal footing with the more historically established shops. In fact, some actually consider the firm to be in an advantageous position to overtake those firms. “There is a generation of lawyers in Delaware that are 20 years senior to those at Abrams & Bayliss that for the past 20 years have dominated Delaware. Well, those people are ready to retire! That puts a firm like Abrams & Bayliss, who has a consistently strong bench of people in their 40s and 50s, ready to take over from those other firms who had one major star and no one else because they didn’t groom the younger partners.” The firm is also said to be “very selective with its associates.” A peer offers in summation, “Abrams & Bayliss is terrific, incredibly plugged into the Delaware space. They don’t do as much in the federal space but in Delaware they are second to none.”
     Name partner Tom Bayliss has emerged as one of Delaware’s leading lights, universally championed by peers and clients alike. “Tom Bayliss is one of the best lawyers in the state, everybody loves him,” attests one Wilmington contemporary, who goes on to address Bayliss as “the roof!” Another elaborates on Bayliss’ acumen “particularly in the appraisal space, which people are saying is going to be an increasingly important, with all the new law. Just a few short years ago, I would have been saying this about someone at one of the much bigger firms in [Wilmington.]” A client concurs with the peer praise. “Tom is an excellent writer and speaker, and he really listens to clients, both their ideas and their needs.  [He has] Inexhaustible energy – he's like the Energizer bunny and seemingly always has a way to make time for what matters.  [He is also] Totally connected – he seems he at the center of everything.”  Bayliss led a team acting for Shari Redstone and National Amusements as Delaware co-counsel advising on Delaware law aspects of the three-way transaction between NAI, Paramount Global and Skydance Media, including responses to the multi-billion-dollar topping bid proposed by Edgar Bronfman. The deal has since become the target of multiple books-and-records cases and multiple suits alleging breaches of fiduciary duty by Redstone, National Amusements and others. Bayliss and team also acted as Delaware co-counsel for Fox in high-profile derivative litigation, which seeks to hold members of the Murdoch family and other directors and officers of Fox liable for promoting factually unfounded political narratives, including ones that allegedly led Fox to defame Dominion Voting Systems and Smartmatic USA in connection with the 2020 US presidential election.

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