attorneys

Janine Salomone
Janine Salomone

Janine M. Salomone

Partner

Direct: (302) 984-6128

Fax: (302) 778-6128

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Janine's practice involves counseling Delaware corporations on corporate law and governance issues arising from both routine operations and extraordinary transactions such as corporate reorganizations, mergers and acquisitions, recapitalizations, asset sales, dividends, stock repurchase, charter and bylaw amendments, stock issuances and dissolutions.  She advises directors and officers with respect to their fiduciary duties under Delaware law and represents special negotiating committees of the Board charged with considering, evaluating and  negotiating a proposed corporate transaction involving a conflict of interest between the corporation and one or more of its directors, controlling stockholders, or management.   In representing such special committees, Janine works closely with the committee members, internal and external company counsel, and the committee’s financial advisors to ensure any action taken by the special committee will achieve the committee’s business goals while at the same time comporting with applicable standards of director conduct under Delaware law.

Janine also represents special investigation committees charged with internally investigating and appropriately responding to alleged internal corporate wrongdoing or failures on the part of the company, the board, management, and/or employees, which are often formed in response to stockholder demands for the institution of derivative litigation. 

In addition, she renders written legal opinions regarding all aspects of the Delaware General Corporation Law and the governance of Delaware corporations and frequently speaks on Delaware corporate law issues at ABA meetings and at national and regional law firms as part of their internal continuing education programs.

Representative Matters

Special Negotiation Committee Representative Matters

  • A special committee of the board of directors of West Corporation, in connection with the sale of the company to Thomas H. Lee Partners, in a transaction valued at approximately $4 billion.
  • A special committee of the board of directors of Six Flags, Inc., in connection with the evaluation and negotiation of a joint venture between the company and Red Zone Capital Partners II, LP to acquire all of the outstanding shares of capital stock of dick clark productions.
  • A special committee of the board of Navigation Technologies Corporation formed in response to litigation filed against the company by its controlling stockholder, Philips Consumer Electronic Services, B.V., relating to a stock purchase agreement  between the company and the controlling stockholder.
  • A special committee of the board of Kenetech Corporation, in connection with an acquisition proposal from ValueAct Capital Partners L.P., its affiliates, and the CEO of the company.
  • A special committee of the board of Cysive, Inc. in connection with a management buy-out of the company and the related litigation challenging the fairness of the transaction.

Special Investigation and Demand Committee Representative Matters

  • Special investigation committees of Goldman Sachs, Inc. formed to investigate allegations made in certain stockholder demands relating to, among other things, corporate waste in awarding bonus compensation to company executives and employees.
  • The audit committee of Bank of America, Inc. charged with investigating certain stockholder demands relating to, among other things, losses incurred by the company in connection with (i) the company’s subprime mortgage-related exposure and its marketing of and disclosures to stockholders regarding collateralized debt obligations, (ii)  the company’s sale of auction rate securities and (iii) the company’s acquisition of LaSalle Bank and Countrywide Financial Bank.
  • A special committee of the board of Affiliated Computer Services, Inc. (“ACS”), formed to investigate allegations made in a stockholder demand relating to, among other things, ACS’s investment in DDH Aviation, Inc., a company in which the CEO of ACS held a controlling interest. 
  • A special committee of the board of IGEN International, Inc., formed to investigate allegations made pursuant to a stockholder demand related to, among other things, the company’s investment in a joint venture in which the son of the company’s CEO held a controlling interest and the subsequent renegotiation of the terms of the joint venture.
  • A special committee of the board of  Bioveris Corporation charged with oversight of a joint venture between the company and Meso Scale Technologies, LLC.,  and the investigation of certain financial and accounting issues in the joint venture raised by the company’s auditors and the Securities and Exchange Commission.
  • The creditor’s committee of Traffic Control and Safety Corporation charged with investigating derivative claims brought by a stockholder and creditor of the company for breaches of fiduciary duty, equitable subordination and conspiracy.

Other Representative Matters

  • Represented Healthwarehouse.com in connection with Section 211 litigation filed in the Delaware Court of Chancery
  • Represented Viamericas Corporation in connection with Delaware law matters relating to a loan and security transaction entered into with a significant stockholder  of the company
  • Represented Verint Systems, Inc. in connection with various corporate matters, including its acquisition of its holding company and majority stockholder, Comverse Technology, Inc, for $805 million.  
  • Represented iFilm in its acquisition by Viacom for $49 million.

bar & court admissions

Delaware, 1996

Pennsylvania, 1996

professional activities & honors

Member of the Board of Directors of Serviam Media, Inc., a non-profit, charitable, educational corporation formed for the purpose of creating non-commercial, educational programming and digital media to inform, inspire and empower diverse audiences. The company partners with organizations, institutions, and individuals throughout the nation to produce non-commercial films, websites and companion curriculum materials that will foster human understanding, multi-cultural appreciation and positive interaction in a variety of community settings.

Delaware State Bar Association:  Chair of the Judicial Vacancy Committee of the Women & Law Section of DSBA; Performer in five charitable productions rendered by members of the DSBA from 2004 to 2013 in support of the Combined Campaign for Justice.

American Bar Association

education

Dickinson School of Law, J.D., cum laude, 1995; Woolsack Honor Society; Senior Editor, Dickinson Law Review, 1994-95

Pennsylvania State University, B.S., summa cum laude, 1992; Phi Beta Kappa

bar & court admissions

Delaware, 1996

Pennsylvania, 1996

professional activities & honors

Member of the Board of Directors of Serviam Media, Inc., a non-profit, charitable, educational corporation formed for the purpose of creating non-commercial, educational programming and digital media to inform, inspire and empower diverse audiences. The company partners with organizations, institutions, and individuals throughout the nation to produce non-commercial films, websites and companion curriculum materials that will foster human understanding, multi-cultural appreciation and positive interaction in a variety of community settings.

Delaware State Bar Association:  Chair of the Judicial Vacancy Committee of the Women & Law Section of DSBA; Performer in five charitable productions rendered by members of the DSBA from 2004 to 2013 in support of the Combined Campaign for Justice.

American Bar Association