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Kevin R. Shannon

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Mr. Shannon is the immediate past chair of the firm’s Corporate Group and practices primarily in the areas of corporate and commercial litigation, including substantial experience in litigating stockholder class, derivative and other actions in the Delaware Court of Chancery. He also has significant experience in litigating and providing advice regarding various proceedings under the Delaware General Corporation Law, such as actions for appraisal, indemnification, and dissolution. Kevin also has been involved in numerous cases involving partnerships, limited partnerships, and limited liability companies, and frequently counsels directors, stockholders, and other parties on their rights and obligations under Delaware law. 

Prior to joining the firm, Kevin was a Certified Public Accountant with Deloitte, Haskins & Sells, and a Financial Officer with J.P. Morgan & Company. In light of his financial background, Kevin has been involved in numerous appraisal proceedings and other cases that address financial and accounting issues. He has also advised numerous special committees in connection with investigations of alleged improper conduct  (including accounting irregularities).

Representative Matters

  • Elizabeth Elting in several cases relating to the dissolution of TransPerfect Group, Inc. (See In re Shawe & Elting, 2015 WL 4874733 (Del. Ch.); In re Shawe & Elting, 2016 WL 3951139 (Del. Ch.)).

  • The Special Committee of the board of Cornerstone Therapeutics Inc. in litigation challenging the acquisition of Cornerstone. (See In re Cornerstone Therapeutics Inc., Stockholder Litig., 2014 WL 4418169 (Del. Ch.) aff’d, 115 A.3d 1173 (Del. 2015)).

  • Ancestry, Inc. in appraisal litigation relating to the fair value of Ancestry stock. (See In re Appraisal of Ancestry.com, Inc., 2015 WL 399726 (Del. Ch.)).

  • AOL, Inc. in expedited litigation relating to its acquisition of Millennial Media. (See Nguyen v. Barrett, 2016 WL 5404095 (Del. Ch.)).

  • Sotheby’s Inc. and its directors in expedited litigation relating to a proxy contest. (See Third Point LLC v. Ruprecht, 2014 WL 1922029 (Del. Ch.)).

  • Satellite Healthcare in litigation involving a potential judicial dissolution. (See Huatuco v. Satellite Healthcare, 2013 WL 6460898 (Del. Ch.), aff’d, 93 A.3d 654 (Del. 2014)).

  • Lennar Corporation in litigation seeking to compel the production of books and records. (See Louisiana Municipal Police Employees Retirement System v. Lennar Corp., 2012 WL 4760881 (Del. Ch.)).

  • Airgas, Inc. and its board in expedited litigation relating to the hostile bid by Air Products & Chemicals, Inc. (see Air Products & Chemicals Inc. v. Airgas Inc., 6 A.3rd 48 (Del. Ch. 2011); Airgas Inc. v. Air Products & Chemicals Inc., 8 A.3rd 1182 (Del. Supr. 2010)).
  • Answers Corporation and its board in expedited litigation challenging the sale of the company to a private equity firm (see In re Answers Corporation S’holders Litig., 2011 WL 1366780 (Del. Ch.)).
  • Zrii, LLC in expedited litigation seeking to enjoin the defendants from engaging in contractual and fiduciary breaches intended to harm the company (see Zrii, LLC v. Wellness Acquisition Group, 2009 WL 2998169 (Del. Ch.)).
  • PFPC Worldwide, Inc. in a consolidated appraisal and fiduciary duty action relating to a merger in which the controlling stockholder acquired all of the shares held by the minority shareholders (see Andaloro v. PFPC Worldwide, Inc., 2005 WL 2045640 (Del. Ch.)).
  • A defendant in The Walt Disney Company derivative litigation, challenging the compensation paid to Michael Ovitz, which resulted in a judgment in favor of the defendants following a nine-week trial (see In re The Walt Disney Company Derivative Litigation, 907 A.2d 693 (Del. Ch. 2005)).
  • Omnicare, Inc. in its effort to acquire NCS Healthcare and to secure judicial invalidation of the pre-existing merger agreement between NCS and Genesis Healthcare Ventures, Inc. (see Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914 (Del. Supr. 2003)).
  • The Special committee of the board of Pure Resources, Inc. in connection with a going private transaction by its controlling stockholder, Unocal Corporation, and in the related litigation challenging the fairness of that transaction (see In re Pure Resources, Inc. Shareholders Litigation, 808 A.2d 421 (Del. Ch. 2002)).
  • An independent director of Siliconix in expedited litigation challenging a stock-for-stock tender offer (see In re Siliconix Incorporated Shareholders Litigation, 2001 WL 716787 (Del. Ch.)).
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Education

  • Widener University School of Law, 1st in Class, magna cum laude, 1992; Comment Editor, Delaware Journal of Corporate Law
  • Villanova University, B.S. in Accounting, summa cum laude, 1985
  • Selected as the New Lawyer in Delaware (1993) based on performance on Delaware Bar Exam
  • Certified Public Accountant (PA - Inactive); Elijah Watts Sells Award (November 1985 CPA exam); PICPA Award For Merit (November 1985 CPA exam)
  • Law Clerk to the Honorable Justice Andrew G.T. Moore, II, Delaware Supreme Court, 1991-1992, Josiah Wolcott Fellowship

Bar & Court Admissions

  • Delaware, 1992

Professional Activities and Honors

  • Delaware Supreme Court Rules Committee
  • Delaware Court of Chancery Rules Committee
  • Fellow, American College of Trial Lawyers
  • Fellow, Litigation Counsel of America
  • Named by Chambers USA:  America's Leading Lawyers for Business as one of the leading commercial litigators in Delaware
  • Recognized by The Best Lawyers in America  in the areas of Commercial Litigation, Corporate Law and Litigation - Mergers & Acquisitions
  • Recognized by Super Lawyers
  • Recognized by Benchmark Litigation
  • Delaware State Bar Association 
  • American Bar Association; past chair, Subcommittee on Partnerships and Alternative Business Entities Litigation, Business Law Section