Christopher L. Messa, Partner

Christopher L. Messa is a partner in the Corporate/Business Entity Counseling practice group of Berger Harris. He has significant expertise rendering advice and legal opinions for financings and other commercial transactions, and he concentrates his practice on the formation and use of Delaware entities, including corporations, limited liability companies, partnerships and trusts.  Chris’ clients include borrowers, investors, managers, investment funds, banks and other lenders, and he provides counsel on a diverse range of commercial transactions, including securitizations, structured financings, asset sales and purchases, mergers and acquisitions, cross-border transactions and secured transactions.

In addition, Chris focuses his practice on general corporate matters involving Delaware entities, including advice related to fiduciary duties, interested transactions, asset sales and purchases, general corporate governance matters, ratification of defective corporate acts and dissolution.  He regularly acts as Delaware counsel providing assistance to both start-ups and established companies and aims to help his clients achieve their strategic and transactional goals in all stages of the business lifecycle, from start-up through maturity and exit transactions. He also represents clients in connection with corporate bankruptcy-related transactions and debt restructurings, including Section 363 asset purchases.

Chris has significant expertise in Articles 8 and 9 of the Delaware Uniform Commercial Code, and sits on the Uniform Commercial Code subcommittee of the Delaware State Bar Commercial Law Section.  He is a recurrent contributor to several publications, including the Business Law Basics blog, providing state of the art analysis of emerging issues relating to corporate and commercial law.  He is also frequently asked to present seminars on topics including limited liability companies, series limited liability companies, third-party legal opinions and the Uniform Commercial Code.

Chris is active in the local community and works as a Guardian ad Litem with the Office of the Child Advocate.

Selected Representative Matters:

  • Counsel to multiple public and private companies in connection with ratification of defective corporate acts under Section 204 of the Delaware General Corporation Law.
  • Representation of Boards of Directors as general corporate counsel in matters relating to corporate governance, fiduciary duties, interested transactions and special committees.
  • Advised investors with a $60 million commitment to an investment fund regarding fiduciary duties issues.
  • Advised middle-market investment fund in connection with fiduciary duty issues in connection with dissolution.
  • Represented multiple Am Jur 100 law firms in cross-border transactions involving Delaware entities.
  • Advised investors with a $60 million commitment to an investment fund regarding fiduciary duties
  • Represented many small and middle-market companies in connection with the purchase and sale of assets.
  • Counsel to many borrowers and lenders in real estate mortgage finance transactions and merger transactions.
  • Counsel to many borrowers and guarantors in connection with cross-border real estate transactions

 

Education:

  • J.D., Wake Forest University School of Law
  • M.B.A., Babcock School of Management, Wake Forest University
  • B.A., Colgate University; cum laude

Admitted to Practice:

  • Delaware

Membership:

  • American Bar Association
    • Business Law Section
    • International Law Section
  • Delaware Bar Association
    • Commercial Law Section
    • Uniform Commercial Code Subcommittee

Selected Publications and Speaking Engagements:

  • Selected Delaware Amendments Affecting Financing Transactions; Business Law Basics, July 2014.
  • Delaware Supreme Court Holds Secured Party Accountable for Filing of UCC Forms; American Bar Association: Business Law Today-Keeping Current, January
  • Series LLCs: Potential Pitfalls Revisited; Business Law Basics, June 2015.
  • 2015 Proposed Amendments to Delaware General Corporation Law; Business Law Basics, June 2015.
  • 2015 Proposed Amendments to Delaware Alternative Entity Statutes; Business Law Basics, June 2015.
  • Presentation, “Structured Finance Opinions,” October 21, 2015.
  • Presentation, “Structured Finance Opinions of Counsel: Substantive Consolidation, Authority to File Bankruptcy and More,” October 26, 2015
  • Delaware Court of Chancery Refused to Second-Guess Contractual Valuation Method; Business Law Basics, January 5, 2016.
  • 2017 Amendment to the Delaware Limited Liability Company Act and Revised Uniform Limited Partnership Act; Business Law Basics, July 13, 2017.
  • National Business Institute Presentation, “How to Draft the LLC Operating Agreement, ” December 15, 2017
  • National Business Institute Presentation, “Top LLC Mistakes to Avoid In Everyday Business Practices,” December 15, 2017
  • Presentation, “Delaware Special Purpose Entities and Structured Finance Opinions,” April 10, 2018.
  • 2018 Amendments to the Delaware LLC Act, LP Act and UCC, Business Law Basics, May 13, 2018.
  • 2018 Amendment to the Delaware General Corporation Law; Business Law Basics, May 14, 2018;
  • Presentation, “Delaware Special Purpose Entities, Structured Finance Opinions and Recent Statutory Amendments,” May 7, 2019.