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Aaron R. Sims

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Aaron R. Sims practices primarily in the areas of corporate, complex commercial, and alternative entity litigation in the Delaware Court of Chancery and Delaware Supreme Court.  He has extensive experience representing corporations and their boards and management in a broad range of matters, including stockholder class and derivative litigation, breach of fiduciary duty litigation, actions involving breach of contract, post-merger earnout and indemnity disputes, contests for corporate control, books and records demands, stock appraisal litigation, and expedited litigation involving applications for preliminary injunctions and temporary restraining orders. Aaron has also represented limited liability companies, limited partnerships, and their boards, management, and owners in various litigation matters, including actions relating to breach of fiduciary duties, breach of operating agreements, information rights, dissolution, and contests for control.  In addition, he has assisted companies with special investigations of alleged improper conduct in response to stockholder pre-suit demands.

Aaron has an active pro bono practice, serving as a Guardian ad Litem with Delaware’s Office of the Child Advocate.

Representative Matters

  • Gilead Sciences, Inc. in litigation relating to an alleged breach of contract arising out of Gilead’s acquisition of Calistoga Pharmaceuticals, Inc.
  • Directors and officers of Ambry Genetics Corporation in expedited litigation brought by a stockholder seeking to preliminarily enjoin Ambry’s acquisition by Konica Minolta, Inc.
  • Kite Pharma, Inc. in stock appraisal litigation arising out of Kite’s acquisition by Gilead Sciences, Inc. 
  • WhistlePig, LLC in expedited litigation relating to the proper composition of the company’s Board of Managers and executive management
  • Directors and officers of Occam Networks, Inc. in a suit by stockholders alleging breach of fiduciary duty in connection with Occam’s acquisition by Calix Inc.
  • A demand review committee of a global company’s board of directors in connection with several pre-suit stockholder demands
  • Member and manager of Innovative Discovery LLC in connection with litigation by economic interest owners alleging breach of fiduciary duty and breach of contract
  • Directors and officers of GrowX, Inc. in connection with litigation relating to the proper composition of the company’s Board of Directors and executive management
  • NAMA Holdings LLC in protracted litigation with The Related Companies relating to a breach of contract
  • Altera Corporation in stock appraisal litigation in connection with Altera’s acquisition by Intel Corporation

Publications

More Info

Education

Washington and Lee University School of Law, J.D., summa cum laude, 2011

  • Order of the Coif
  • Managing Editor, Washington and Lee Law Review
  • Roy L. Steinheimer Jr. Commercial Law Award
  • American Bankruptcy Institute Medal

George Wythe University, B.A., magna cum laude, 2007

JUDICIAL CLERKSHIPS

  • Law clerk to the Honorable Ferdinand F. Fernandez of the United States Court of Appeals for the Ninth Circuit, 2012-2013
  • Law clerk to the Honorable Glen E. Conrad of the United States District Court for the Western District of Virginia, 2011-2012

Bar & Court Admissions

  • Delaware, 2014
  • Virginia, 2011
  • United States Court of Appeals for the Fourth Circuit
  • United States District Court for the District of Delaware
  • United States District Courts for the Eastern and Western Districts of Virginia

Professional Activities and Honors

Best Lawyers: Ones to Watch for Commercial Litigation and Corporate Law (2021)

Associate Member, Delaware Board of Bar Examiners (2017-2018)

Attorney guardian ad litem for Delaware's Office of the Child Advocate