Photograph of Christopher L. Messa, Partner, Corporate and Business Transactions

Christopher L. Messa


Corporate and Business Transactions

Christopher L. Messa is a partner at Berger McDermott and is the head of the firm’s Corporate and Business Transactions practice group. 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, boards of directors, 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 assisting 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. Chris’ clients work in a broad variety of industries, ranging from biotech start-ups to multinational real estate companies. Chris also represents clients in connection with corporate bankruptcy–related transactions and debt restructurings, including Section 363 asset purchases.

Chris has significant expertise in Delaware’s alternative entity statutes and sits on the Alternative Entity subcommittee of the Delaware State Bar Commercial Law Section. This subcommittee is responsible for drafting the annual amendments to Delaware’s alternative entity statutes. Chris also has notable expertise in the Delaware Uniform Commercial Code and sits on the Uniform Commercial Code subcommittee of the Delaware State Bar Commercial Law Section.

Chris is a recurring contributor to several publications, 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 such as limited liability companies, series limited liability companies, 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.

Representative Experience

  • 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 and Special Committees as general corporate counsel in matters relating to corporate governance, fiduciary duties, and interested transactions.
  • Advised investors in investment funds regarding fiduciary duties issues.
  • Advised investment funds in connection with fiduciary duty issues in connection with dissolution.
  • Represented multiple Am Jur 100 law firms in cross-border transactions involving Delaware entities.
  • Counsel to multiple prominent investment funds in connection with formation and fundraising.
  • 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.


  • 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


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

Honors & Awards

  • Super Lawyers: Rising Star, 2020

Speaking Engagements

  • “Article 9 of the UCC, Default and Enforcement Provisions,” Delaware State Bar Association, June 15, 2022.
  • “Delaware Special Purpose Entities, Structured Finance Opinions and Recent Statutory Amendments,” May 7, 2019.
  • “Delaware Special Purpose Entities and Structured Finance Opinions,” April 10, 2018.
  • “Top LLC Mistakes to Avoid in Everyday Business Practices,” National Business Institute, December 15, 2017.
  • “How to Draft the LLC Operating Agreement,” National Business Institute, December 15, 2017.
  • “Structured Finance Opinions of Counsel: Substantive Consolidation, Authority to File Bankruptcy and More,” October 21 and 26, 2015.


  • “2018 Amendment to the Delaware General Corporation Law”: Business Law Basics, May 14, 2018.
  • “2018 Amendments to the Delaware LLC Act, LP Act and UCC”: Business Law Basics, May 13, 2018.
  • “2017 Amendment to the Delaware Limited Liability Company Act and Revised Uniform Limited Partnership Act”: Business Law Basics, July 13, 2017.
  • “Delaware Court of Chancery Refused to Second-Guess Contractual Valuation Method”: Business Law Basics, January 5, 2016.
  • “2015 Proposed Amendments to Delaware Alternative Entity Statutes”: Business Law Basics, June 2015.
  • “2015 Proposed Amendments to Delaware General Corporation Law”: Business Law Basics, June 2015.
  • “Series LLCs: Potential Pitfalls Revisited”: Business Law Basics, June 2015.
  • “Delaware Supreme Court Holds Secured Party Accountable for Filing of UCC Forms”; American Bar Association: Business Law Today—Keeping Current, January 2015.
  • “Selected Delaware Amendments Affecting Financing Transactions”: Business Law Basics, July 2014.
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