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Christopher N. Kelly

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Christopher N. Kelly focuses his practice on complex litigation and counseling matters involving Delaware corporations and alternative entities. His experience includes stockholder class and derivative actions, takeover disputes, limited partnership and limited liability company litigation, internal corporate investigations, buyer/seller disputes, federal securities lawsuits, and statutory proceedings under the Delaware General Corporation Law and alternative entity acts, such as dissolution actions, stock appraisals, indemnification and advancement actions, contested director elections, and demands to inspect books and records. In addition, Chris counsels boards, committees, and other corporate and individual clients regarding issues of Delaware law and equity, including in connection with significant transactions and governance matters. He has written numerous articles and regularly speaks on Delaware corporate and alternative entity law topics. He is a member of the firm’s Blockchain Committee.

Past speaking engagements include:

  • First State Update: Case Law Developments and Updates to Delaware's LLC Act, Corporation Service Company/LexisNexis webinar (September 28, 2016)
  • Inside Track with Jeff: “Dead Hand” Proxy Puts, DealLawyers.com podcast (July 22, 2015)
  • Exclusive Forum, Fee Shifting, and Other Bylaws, Society of Corporate Secretaries and Governance Professionals (November 18, 2014)

Representative Matters

Representative matters include:

M&A Fiduciary and Appraisal Litigation

  • Delaware counsel to defendants and respondent in purported stockholder class action and appraisal litigation relating to management buyout of publicly traded investment firm;
  • Delaware counsel to respondent in appraisal litigation relating to acquisition of publicly traded internet service provider;
  • Delaware counsel to defendant ultimate parent in fiduciary duty litigation relating to controlling stockholder buyout of publicly traded wireless communications company;
  • Delaware counsel to respondent in appraisal litigation relating to acquisition of publicly traded electronics manufacturing company;
  • Delaware counsel to defendant directors and target company in purported stockholder class action relating to acquisition of publicly traded healthcare services company;
  • Delaware counsel to defendant financial advisor in purported stockholder class action relating to private equity buyout of publicly traded software company;
  • Delaware counsel to defendant financial advisor in appellate proceedings concerning purported stockholder class action relating to private equity buyout of publicly traded fire protection company;
  • Delaware counsel to defendant directors and target company in purported stockholder class action relating to acquisition of publicly traded consumer finance company;
  • Delaware counsel to defendant buyer in purported stockholder class action, and to respondent in appraisal litigation, relating to acquisition of publicly traded power equipment manufacturing company;
  • Delaware counsel to defendant buyer in purported stockholder class action relating to acquisition of publicly traded drugstore; and
  • Delaware counsel to defendant special committee members in purported stockholder class action challenging controlling stockholder buyout of publicly traded pharmaceutical company.

Stockholder Derivative Litigation

  • Delaware counsel to defendant directors and nominal defendant in stockholder derivative litigation relating to alleged compliance issues at publicly traded consumer finance company;
  • Delaware counsel to defendant directors and nominal defendant in stockholder derivative litigation relating to alleged oversight issues at publicly traded drugstore company;
  • Delaware counsel to defendant directors and nominal defendant in stockholder derivative litigation relating to alleged disclosure and internal control issues at publicly traded education services company;
  • Counsel to nominal defendant in stockholder derivative litigation relating to publicly traded food company’s purchase from controlling stockholder of a subsidiary;
  • Delaware counsel to defendant directors in stockholder derivative litigation relating to alleged compliance issues at publicly traded retailer;
  • Counsel to certain defendant directors in stockholder derivative litigation relating to acquisition and related transactions by publicly traded aviation services company;
  • Delaware counsel to nominal defendant in stockholder derivative litigation relating to alleged compliance issues at publicly traded healthcare services company; and
  • Delaware counsel to defendant directors and nominal defendant in stockholder derivative litigation relating to alleged antitrust issues at publicly traded technology company.

Buyer/Seller Litigation

  • Counsel to seller in post-closing litigation brought by buyer relating to alleged fraud and claimed breach of representations and warranties in connection with publicly traded technology company’s divestiture of business line;
  • Delaware counsel to buyers in post-closing litigation against sellers relating to sellers’ alleged breaches of representations and warranties in connection with sale of privately held manufacturing company;
  • Delaware counsel to sellers in post-closing litigation brought by buyers relating to alleged fraud and claimed breach of representations and warranties in connection with sale of privately held consumer goods company;
  • Delaware counsel to sellers in post-closing litigation against buyer relating to dispute over purchase price calculation;
  • Delaware counsel to buyer in post-closing litigation brought by seller relating to dispute concerning transaction tax deductions;
  • Delaware counsel to sellers in post-closing litigation brought by buyers relating to alleged fraud and claimed breach of representations and warranties in connection with sale of privately held charter flight company; and
  • Delaware counsel to target, a publicly traded manufacturer, in expedited litigation against acquiror seeking specific performance of merger agreement.

Alternative Entity Litigation

  • Delaware counsel to master limited partnership and its board in litigation brought by public unitholders relating to merger; and
  • Counsel to general partner in litigation against master limited partnership, certain members of its board, and others in litigation relating to purported unit issuance and purported removal of board designees.

Special Committee Investigations

  • Counsel to special committee of board of directors of publicly listed transportation company in investigation of alleged foreign corrupt practices; and
  • Counsel to special committee of board of directors of publicly traded professional services firm in investigation of alleged insider trading.

Private Company Litigation

  • Delaware counsel to joint venture partner in privately held natural gas equipment services company in dispute with other joint venturer;
  • Delaware counsel to privately held beverage company in suit against former director relating to alleged breach of fiduciary duty;
  • Delaware counsel to majority members of limited liability company in contested matter relating to removal and replacement of managing member of LLC;
  • Delaware counsel to private equity firm in litigation against former managing director;
  • Delaware counsel to defendant majority stockholders in litigation brought by minority stockholders relating to third-party acquisition of privately held property management company;
  • Counsel to preferred stockholders in privately held mobile application developer in federal securities lawsuit against company and founder;
  • Counsel to real estate developer in litigation against restaurateur relating to joint venture dispute; and
  • Counsel to significant investor in privately held liquefied natural gas project in dispute with company and founder.

Publications

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Education

Temple University Beasley School of Law, J.D., 2006

University of Delaware, B.A., 2003

Law clerk to the Honorable Thomas L. Ambro, United States Court of Appeals for the Third Circuit

Law clerk to the Honorable A. Richard Caputo, United States District Court for the Middle District of Pennsylvania

Bar & Court Admissions

  • Delaware, 2012

    New Jersey, 2006

    Pennsylvania (inactive), 2006

Professional Activities and Honors

Recognized in The Best Lawyers in America for Corporate Law, 2021

Delaware State Bar Association

American Bar Association; Administrative Committee Director (Membership Committee) for the Corporate Governance Committee; In The Know subcommittee; Publications subcommittee