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Rendering legal advice to Delaware corporate entities including Delaware statutory trusts and limited liability companies with regarding to formation, operation and governance

Shannon S. Frazier



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

Shannon renders legal advice to, and offers third-party legal opinions in respect of, Delaware statutory trusts, common law trusts, limited liability companies (including special purpose entities), series entities, partnerships, and corporations in the areas of formation, operation, and governance.

She also represents banks, trustees, financial institutions, and other fiduciary 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 wide range of transactions, These include asset-backed securitization, structured finance, project finance, equipment finance, traditional leveraged lease, trust preferred, and cross-border financial transactions, as well as commercial and private aircraft transactions.

Shannon also co-chairs the firm's Small Businesses and Start-Ups practice, which provides a full range of legal services to assist Delaware 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, Rolling Stock, Project and Infrastructure Financing
  • LLC, Trust, Corporate and Partnership Formation and Governance
  • Series Trust and LLC Formation and Governance
  • Conversions
  • Dissolutions
  • Secured Transactions pursuant to Articles 8 and 9 of the Delaware UCC
  • Stock Issuances
  • Asset Sales
  • Corporate and other entity restructurings
  • Real estate and green energy financing transactions utilizing Delaware limited liability companies
  • Third-party opinion letters under the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the Delaware Statutory Trust Act, the Delaware Revised Uniform Partnership Act, the Delaware Revised Uniform Limited Partnership 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
  • American Bar Association, Business Law Section

Representative Matters

  • Advised international corporate client on $800M internal restructuring
  • Represented national bank as owner trustee in $500M 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 $130M real estate loan transaction
  • Acted as Delaware counsel to special purpose entities for purposes of delivering third-party opinion letters in connection with green energy financings and tax equity transactions


Articles & Publications

News & Events

News & Events



St. Thomas More Society

  • Past President and Current Board Member
  • Annual Dinner Committee, Past Chair
  • Red Mass Committee, Past Chair



Best Lawyers, 2019 - Present
Delaware Today Top Lawyers, Delaware Business Commercial Law, 2018 - Present
Phi Delta Phi International Legal Fraternity

T 302.888.6916
F 302.888.6989


Extern for The Honorable Joseph C. Wilkinson, Jr., U.S. District Court, Eastern District of Louisiana


Delaware, 2001
U.S. District Court for the District of Delaware


Tulane University Law School, JD, cum laude, 2000
University of Florida, BS, 1997

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