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Shannon advised an international corporate client on an $800 million internal restructuring.

Shannon S. Frazier



Shannon S. Frazier is a member of Morris James’ Business Transactions, Strategic Planning and Counseling Practice, a group that has been involved in over $50 billion in financings for a wide range of clients.

In her personal practice, Shannon renders legal advice to Delaware business entities in the areas of formation, operation, and governance of statutory and common law trusts, limited liability companies, series entities, partnerships, and corporations.

She also represents banks, trustees, financial institutions, and other parties in securitization, private equity, structured finance, and secured transactions, and offers third-party legal opinions in these matters. In her work with financial clients, Shannon has served as counsel to state and national banking institutions, advising them in a range of transactions. These include asset-backed securitization, structured finance, project finance, equipment finance, traditional leveraged lease, trust preferred, and cross-border financial transactions.

Shannon also co-chairs Morris James’ Small Businesses and Start-Ups Group which provides a full range of legal services to assist small business owners to organize and transition their ideas to full-fledged businesses. The practice focuses on addressing issues that are of particular concern to entrepreneurs including initial corporate governance, employment, financing, tax issues, and liquidity.


  • Securitizations
  • Escrow, Pledge and Custody Arrangements
  • Aircraft, Rail, Ship and Infrastructure Financing
  • Corporate, LLC, Trust and Partnership Formation and Governance
  • Mergers and Acquisitions
  • Conversions
  • Dissolutions
  • Secured Transactions pursuant to Articles 8 and 9 of the Delaware UCC
  • Stock Issuances
  • Asset Sales
  • Corporate restructurings
  • Real estate financing transactions utilizing Delaware special purpose entities
  • Third-party opinion letters under the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the Delaware Statutory Trust Act, and Article 9 of the Delaware Uniform Commercial Code

Professional Affiliations

  • Delaware Statutory Trust Act Drafting Committee
  • Delaware State Bar Association
  • Corporate Counsel Section, Past Secretary
  • Uniform Commercial Code Drafting Committee
  • Corporation Law Section
  • Commercial Law Section
  • Women and the Law Section
  • National Association of Women Lawyers
    DuPont Women Lawyers Network, Planning Committee
    American Bar Association, Business Law Section

Representative Matters

  • Advised international corporate client on $800 million internal restructuring
  • Represented national bank as owner trustee in $500 million loan receivable securitization transaction
  • Rendered third-party reasoned opinion letter pursuant to Section 271 of the Delaware General Corporation Law
  • Advised Delaware-based manufacturing company in connection with its acquisition of North Carolina and Tennessee-based companies
  • Represented Delaware trust company as owner trustee in aircraft financing transaction
  • Acted as Delaware counsel for purposes of forming and delivering third-party opinion letters on special purpose entities in connection with a $130 million real estate loan transaction


Articles & Publications

News & Events



St. Thomas More Society, Past President
Annual Dinner Committee, Past Chair
Red Mass Committee, Past Chair



Best Lawyers®, 2019-2020
Delaware Today®, Top Lawyer. 2018-2019 (Business-Commercial Law)
Phi Delta Phi International Legal Fraternity

T 302.888.6916
F 302.888.6989


Extern for The Honorable Joseph C. Wilkinson, Jr., United States District Court, Eastern District of Louisiana


Delaware, 2001

U.S. District Court for the District of Delaware


Tulane University Law School, J.D., cum laude, 2000

University of Florida, B.S., 1997

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