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P. Ryan Messier

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Articles by P. Ryan Messier

Saltchuk Resources To Acquire Great Lakes Dredge & Dock Corporation for $1.5B

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By Philip Richter, P. Ryan Messier, Jeffrey Ross
| friedfrank.com
Skip to main content Press releases | February 11, 2026 Fried Frank is advising Saltchuk Resources on its definitive agreement to acquire Great Lakes Dredge & Dock Corporation, the largest provider of dredging services in the United States, for $1.5 billion, which was announced by the companies today. Read the press release for more information about the transaction, which is expected to close in the second quarter of 2026.
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Fried Frank Secures Merger Remedy for Viavi

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By Tobias Caspary, Brett Zeggil, P. Ryan Messier, Philip Richter
| friedfrank.com
June 3, 2025 Fried Frank represented Viavi Solutions Inc. as the first pre-litigation divestiture buyer in more than four years at the Antitrust Division of the U.S. DOJ. The divestiture resolves DOJ’s investigation into the pending Keysight Technologies, Inc./Spirent Communications plc transaction.
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M&A/PE Quarterly, September 2024

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By Liza Andrews, Bret T. Chrisope, Adam Cohen, Andrew J. Colosimo, Steven Epstein, Christopher Ewan, Arthur A. Fleischer, Andrea Gede-Lange, Christian Iwasko, Erica Jaffe, Randi Lally, Ian López Verified, Mark Lucas, Scott B. Luftglass, Shant P. Manoukian, Alison A. McCormick, P. Ryan Messier, Lawrence Natke, Andrew Rearick, James Renahan, Philip Richter, Priya Rupal, Steven Scheinfeld, Matthew Soran, Steven J. Steinman, Michael P. Sternheim, Michelle Tong, Colum J. Weiden, Gail Weinstein, Maxwell Yim
| friedfrank.com
M&A/PE Quarterly | September 26, 2024 Table of Contents: In the Most Recent Earnout Decisions, the Court of Chancery Found the Buyers Breached Their Efforts Obligations—Auris and Alexion Uncertainty on Governance Rights in Stockholders Agreements Continues Pending a Decision in the Appeal of Moelis Chancery Holds, for the First Time, that Substantive Contract Provisions in Private Agreements Cannot be Incorporated by Reference into a Delaware Corporation’s Charter Lessons on Law Firm Legal...
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M&A/PE Quarterly, September 2024

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By Liza Andrews, Bret T. Chrisope, Adam Cohen, Andrew J. Colosimo, Steven Epstein, Christopher Ewan, Arthur Fleischer Jr., Andrea Gede-Lange, Christian Iwasko, Erica Jaffe, Randi Lally, Ian López Verified, Mark Lucas, Scott B. Luftglass, Shant P. Manoukian, Alison A. McCormick, P. Ryan Messier, Lawrence Natke, Andrew Rearick, James Renahan, Philip Richter, Priya Rupal, Steven Scheinfeld, Steven J. Steinman, Matthew Soran, Michael P. Sternheim, Michelle Tong, Colum J. Weiden, Gail Weinstein, Maxwell Yim
| Lexology Verified
Table of Contents: In the Most Recent Earnout Decisions, the Court of Chancery Found the Buyers Breached Their Efforts Obligations—Auris and Alexion Uncertainty on Governance Rights in Stockholders Agreements Continues Pending a Decision in the Appeal of Moelis Chancery Holds, for the First Time, that Substantive Contract Provisions in Private Agreements Cannot be Incorporated by Reference into a Delaware Corporation’s Charter Lessons on Law Firm Legal Opinions from Chancery’s Recent...
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Delaware Supreme Court Validates Forfeiture-for-Competition Provision in a Partnership Agreement

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By Liza Andrews, Bret T. Chrisope, Adam Cohen, Andrew J. Colosimo, Steven Epstein, Christopher Ewan, Arthur Fleischer Jr., Jérôme S. Friedrich, Andrea Gede-Lange, David Greenwald, Erica Jaffe, Randi Lally, Thomas Lee, Ian López Verified, Scott B. Luftglass, Mark Lucas, Shant P. Manoukian, P. Ryan Messier, Lawrence Natke, Andrew Rearick, James Renahan, Philip Richter, Steven Scheinfeld, Robert Schwenkel, David Shaw Verified, Peter Simmons, Matthew Soran, Steven J. Steinman, Roy Tannenbaum, Gail Weinstein, Rachel Wolfenden, Maxwell Yim
| Lexology Verified
In Cantor Fitzgerald v. Ainslie (Jan. 29, 2024), the Delaware Supreme Court reversed the Court of Chancery’s decision that a “forfeiture-for-competition” provision in a limited partnership agreement was unenforceable because it was unreasonable. More importantly, the Supreme Court held that forfeiture-for-competition provisions in partnership agreements—which condition receipt of future payments on non-competition—are not subject to review for reasonableness at all.
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Lessons from Chancery on Dispute Resolution Provisions

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By Liza Andrews, Bret T. Chrisope, Adam Cohen, Andrew J. Colosimo, Steven Epstein, Christopher Ewan, Arthur Fleischer Jr., Jérôme S. Friedrich, Andrea Gede-Lange, David Greenwald, Erica Jaffe, Randi Lally, Thomas Lee, Ian López Verified, Mark Lucas, Scott B. Luftglass, Shant P. Manoukian, P. Ryan Messier, Andrew Rearick, James Renahan, Philip Richter, Steven Scheinfeld, Robert Schwenkel, David Shaw Verified, Peter Simmons, Matthew Soran, Steven J. Steinman, Michael P. Sternheim, Roy Tannenbaum, Gail Weinstein, Rachel Wolfenden, Maxwell Yim
| Lexology Verified
In Paul v. Rockpoint Group, LLC (Jan. 9, 2024), the Delaware Court of Chancery addressed the alternative dispute resolution mechanism set forth in a fund manager’s LLC agreement for calculating the share of proceeds to which a former managing partner was entitled upon the funds’ sale of portfolio companies.
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Court of Chancery Holds a Corporation’s Contractual Right in a Stockholders’ Agreement Was Subject to its Efforts Obligation-Chordia v. Lee

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By Liza Andrews, Bret T. Chrisope, Adam Cohen, Andrew J. Colosimo, Steven Epstein, Christopher Ewan, Arthur Fleischer Jr., Jérôme S. Friedrich, Andrea Gede-Lange, David Greenwald, Scott B. Luftglass, Erica Jaffe, Randi Lally, Thomas Lee, Ian López Verified, Mark Lucas, Shant P. Manoukian, P. Ryan Messier, Andrew Rearick, James Renahan, Philip Richter, Steven Scheinfeld, Robert Schwenkel, David Shaw Verified, Peter Simmons, Matthew Soran, Steven J. Steinman, Michael P. Sternheim, Roy Tannenbaum, Gail Weinstein, Rachel Wolfenden, Maxwell Yim
| Lexology Verified
In Chordia v. Lee (Jan. 4, 2023), the Delaware Court of Chancery interpreted a Stockholders’ Agreement (the “Agreement”), between Alphonso Inc. (the “Corporation”) and its founders and other key stockholders (the “Key Holders”), which had been entered into in conjunction with the acquisition of a majority stake in the Corporation by LG Electronics (“LGE”).
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Court of Chancery Confirms High Bar to Pleading Caremark Oversight Claims Against Officers-Segway v. Cai

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By Liza Andrews, Bret T. Chrisope, Adam Cohen, Steven Epstein, Christopher Ewan, Arthur Fleischer Jr., Jérôme S. Friedrich, Andrea Gede-Lange, David Greenwald, Erica Jaffe, Randi Lally, Thomas Lee, Ian López Verified, Mark Lucas, Scott B. Luftglass, Shant P. Manoukian, P. Ryan Messier, Andrew Rearick, James Renahan, Philip Richter, Steven Scheinfeld, Robert Schwenkel, Peter Simmons, David Shaw Verified, Matthew Soran, Steven J. Steinman, Roy Tannenbaum, Gail Weinstein, Rachel Wolfenden, Maxwell Yim
| Lexology Verified
Earlier this year, in its McDonald’s decision, the Court of Chancery established for the first time that not only corporate directors but also officers have oversight duties under Caremark. In Segway v. Cai (Dec. 14, 2003), the court, for the first time since McDonald’s, has addressed officers' Caremark duties. Key Points The court confirmed that the same high bar to pleading a Caremark claim against a director also applies to pleading such a claim against an officer.
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Chancery’s Disney Decision Provides Guidance for Boards When Responding to Political and Social Issues

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By Liza Andrews, Amber Banks, Bret T. Chrisope, Adam Cohen, Andrew J. Colosimo, Steven Epstein, Christopher Ewan, Arthur Fleischer Jr., Andrea Gede-Lange, Ilan T. Graff, David Greenwald, Erica Jaffe, Randi Lally, Thomas Lee, Mark Lucas, Scott B. Luftglass, Brian Mangino, Shant P. Manoukian, P. Ryan Messier, Philip Richter, Joshua D. Roth, Steven Scheinfeld, Robert Schwenkel, David Shaw Verified, Peter Simmons, Matthew Soran, Steven J. Steinman, Roy Tannenbaum, Gail Weinstein, Maxwell Yim
| Lexology Verified
In Simeone v. The Walt Disney Company (June 27, 2023), a stockholder of The Walt Disney Company made a demand under DGCL Section 220 to inspect books and records of the company to investigate possible wrongdoing by Disney’s board and officers in connection with the company’s decision to speak out publicly against Florida legislation titled the “Parental Rights Act” (popularly dubbed the “Don’t Say Gay Law”).
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Chancery Reaffirms Very High Bar for Successful Challenge of Even “Terrible” Business Decisions by an Independent Board-Coral Springs v. Dorsey

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By Liza Andrews, Amber Banks, Bret T. Chrisope, Adam Cohen, Andrew J. Colosimo, Steven Epstein, Christopher Ewan, Arthur Fleischer Jr., Andrea Gede-Lange, Ilan T. Graff, David Greenwald, Erica Jaffe, Randi Lally, Thomas Lee, Mark Lucas, Scott B. Luftglass, Brian Mangino, Shant P. Manoukian, P. Ryan Messier, Philip Richter, Joshua D. Roth, Steven Scheinfeld, Robert Schwenkel, David Shaw Verified, Peter Simmons, Matthew Soran, Steven J. Steinman, Roy Tannenbaum, Gail Weinstein, Maxwell Yim
| Lexology Verified
In City of Coral Springs Police Officers’ Pension Plan v. Jack Dorsey, Block, Inc., et al (May 9, 2023), the Delaware Court of Chancery dismissed a lawsuit against the directors of Block, Inc. (a tech company, originally called Square, Inc., led by former Twitter CEO Jack Dorsey) challenging Block’s $237.3 million acquisition in 2021 of an 86.23% stake in TIDAL, a music streaming company 27% owned by Shawn Carter (who is professionally known as Jay-Z).
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Non-Majority Stockholder’s Ability to Control a Transaction Did Not Render Him a Controller As He Did Not Try to Control-Oracle

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By Liza Andrews, Amber Banks, Bret T. Chrisope, Adam Cohen, Andrew J. Colosimo, Steven Epstein, Christopher Ewan, Arthur Fleischer Jr., Andrea Gede-Lange, Ilan T. Graff, David Greenwald, Erica Jaffe, Randi Lally, Thomas Lee, Mark Lucas, Scott B. Luftglass, Brian Mangino, Shant P. Manoukian, P. Ryan Messier, Philip Richter, Joshua D. Roth, Steven Scheinfeld, Robert Schwenkel, David Shaw Verified, Peter Simmons, Matthew Soran, Steven J. Steinman, Roy Tannenbaum, Gail Weinstein, Maxwell Yim
| Lexology Verified
In In re Oracle Corporation Derivative Litigation (May 12, 2023), certain former stockholders of Oracle Corporation brought a derivative suit claiming that Oracle had overpaid when, in 2016, it acquired NetSuite Corporation for $9.3 billion.
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Court of Chancery Clarifies that Sophisticated Stockholders of a Delaware Corporation Can Waive Fiduciary Duties Under Certain Circumstances-Fugue

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By Liza Andrews, Amber Banks, Bret T. Chrisope, Adam Cohen, Andrew J. Colosimo, Steven Epstein, Christopher Ewan, Arthur Fleischer Jr., Andrea Gede-Lange, David Greenwald, Erica Jaffe, Randi Lally, Thomas Lee, Mark Lucas, Scott B. Luftglass, Brian Mangino, Shant P. Manoukian, P. Ryan Messier, Philip Richter, Joshua D. Roth, Steven Scheinfeld, Robert Schwenkel, David Shaw Verified, Peter Simmons, Matthew Soran, Steven J. Steinman, Roy Tannenbaum, Gail Weinstein, Maxwell Yim
| Lexology Verified
In New Enterprise Associates 14, L.P. v. Rich (“Fugue”) (May 2, 2023), the Delaware Court of Chancery held that a contractual covenant by certain stockholders (the “Funds”) not to challenge a sale of the company that met specified criteria was enforceable (excluding only with respect to claims involving intentional breach of fiduciary duties, such as fraud or bad faith).
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M&A/PE Quarterly: Winter 2023

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By Amber Banks, Adam Cohen, Andrew J. Colosimo, Steven Epstein, Christopher Ewan, Arthur Fleischer Jr., David Greenwald, Erica Jaffe, Randi Lally, Thomas Lee, Mark Lucas, Scott B. Luftglass, Shant P. Manoukian, Philip Richter, Steven Scheinfeld, Robert Schwenkel, David Shaw Verified, Peter Simmons, Matthew Soran, Steven J. Steinman, Roy Tannenbaum, Gail Weinstein, Maxwell Yim, Bret T. Chrisope, Andrea Gede-Lange, Brian Mangino, Ian López Verified, Andrew Rearick, Christian Kleeberg, P. Ryan Messier, James Renahan, Rachel Wolfenden, Liza Andrews
| Lexology Verified
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