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, busted deal litigation and takeover disputes, limited partnership and limited liability company litigation, special/demand committee investigations, buyer/seller post-closing disputes, 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. Chris serves as a member of the board of directors of Make-A-Wish® Philadelphia, Delaware & Susquehanna Valley.
- Twitter in litigation against Elon Musk to specifically enforce a merger agreement (Twitter, Inc. v. Musk, et al., C.A. No. 2022-0613-KSJM).
- Whiting Petroleum’s board of directors in defense of a stockholder’s motion to preliminarily enjoin the company’s merger with Oasis Petroleum (Siegfried v. McCarthy, C.A. No. 2022-0470-KSJM).
- Lee Enterprises and its board of directors in litigation concerning a hedge fund’s non-compliance with the company’s advance notice bylaws (Strategic Investment Opportunities LLC v. Lee Enterprises, Inc., et al., C.A. No. 2021-1089-LWW).
- CytoDyn and its board of directors in litigation concerning a dissident group’s non-compliance with the company’s advance notice bylaws (Rosenbaum v. Cytodyn Inc., et al., C.A. No. 2021-0728-JRS).
- RoundPoint Mortgage in litigation against Freedom Mortgage to specifically enforce a merger agreement (RPFG Holdings, LLC v. Freedom Mortgage Corp., 2020-0161-SG).
- Walgreens Boots Alliance and its board of directors in derivative litigation relating to Walgreens’ investment in Theranos (Hays v. Almeida, et al., C.A. No. 2018-0728-JTL, aff’d, No. 371, 2019).
- Calamos Asset Management, its founder, its CEO, and certain of their affiliates in litigation relating to the buyout of public stockholders (In re Calamos Asset Management, Inc. S’holder Litig., Consol. C.A. No. 2017-0058-JTL; In re Appraisal of Calamos Asset Management, Inc., Consol. C.A. No. 2017-0139-JTL).
- Conversant (f/k/a ValueClick) in post-closing litigation brought by subsidiary of IAC/InterActiveCorp relating to a stock and asset purchase agreement (IAC Search, LLC v. Conversant LLC (f/k/a ValueClick, Inc.), C.A. No. 11774-CB).
- AOL in appraisal litigation relating to its acquisition by Verizon (In re Appraisal of AOL, Inc., Consol. C.A. No. 11204-VCG).
- SoftBank in litigation arising from the merger of Clearwire and Sprint (ACP Master, Ltd., et al. v. Sprint Corp., et al., C.A. No. 8508-VCL, aff’d, No. 382, 2017).
- Elizabeth Elting in litigation relating to the dissolution of TransPerfect Global (In re TransPerfect Global, Inc., C.A. No. 9700-CB, aff’d, Shawe v. Elting, No. 423, 2016).
- Cornerstone Therapeutics’ special committee of the board in litigation challenging the company’s going-private merger with Chiesi Farmaceutici (In re Cornerstone Therapeutics Inc. Stockholder Litigation, Consol. C.A. No. 8922-VCG, rev’d 564, 2014).
- Delaware Business Court Insider, October 18, 2023
- April 12, 2021
- January 31, 2020
- Law360, January 6, 2020
- October 4, 2019
- April 26, 2018
- Law360, March 28, 2018
- Law360, February 16, 2018
- Law360, February 7, 2018
- Kelly, Murphy and Stirling Discuss Delaware Supreme Court's Reversal of Dell's Appraisal Decision Regarding Deal PriceDeal Points: The Newsletter of the Mergers and Acquisitions Committee, Winter 2018
- Law360, August 29, 2017
- Law360, July 31, 2017
- Law360, June 29, 2017
- Corporate Counsel Weekly, March 22, 2017
- Law360, March 21, 2017
- Corporate Counsel Weekly, March 20, 2017
- Delaware Supreme Court Establishes Rules Facilitating Dismissal of Board Advisors from M&A LitigationThe Temple 10-Q, Temple's Business Law Magazine, September 26, 2016
- Singh v. Attenborough: Delaware Supreme Court Slams Door Shut on Aiding and Abetting Claims Against Board AdvisorsBusiness Law Today, August 18, 2016
- Increased Judicial Scrutiny of Non-Monetary Settlements of Merger Litigation Threatens Business Model of Some Plaintiffs’ LawyersThe Temple 10-Q: Temple's Business Law Magazine, November 9, 2015
- Bloomberg BNA Corporate Law & Accountability Report, June 5, 2015
- Recent Delaware Court of Chancery Decisions Address When A Non-Majority Stockholder Will Be Deemed a Controlling StockholderBloomberg BNA Corporate Law & Accountability Report, January 9, 2015
- Westlaw Journal - Delaware Corporate, April 28, 2014
- Delaware Chancery Court Clarifies Delaware Boards' Fiduciary Oversight Duties as to Corporate Operations AbroadBloomberg BNA Corporate Governance Report, April 7, 2014
- Canmore Consultants Ltd. v. L.O.M. Medical Int'l, Inc.: A Limited Exception To Directorial Authority To Fill Board VacanciesNovember 19, 2013
- Validity of Board-Adopted Forum Selection Bylaw Provisions Following Boilermakers Local 154 Ret. Fund v. Chevron Corp & IClub Inv. P'ship v. Fedex Corp.October 1, 2013
- Gerber v. Enterprise Products Holdings, LLC; When a Contractual Presumption of Good Faith Isn't Good EnoughSeptember 30, 2013
- Striking the Appropriate Balance: Stockholder Inspections Rights Under Delaware LawInsights, Vol. 26, Issue No. 11, November 2012
- August 17, 2023
- August 18, 2022
- August 19, 2021
- August 20, 2020
Events & Speaking Engagements
- September 12, 2023
- November 19, 2020
- October 22, 2020
- October 24, 2019
- September 12, 2019
- September 12, 2019
- April 11, 2019
- October 31, 2018
- October 23, 2018
- October 10, 2018
- September 18, 2018
- July 11, 2018
- April 17, 2018
- February 3, 2018
- October 24, 2017
- September 28, 2016
- April 14, 2016
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 and Commercial Litigation, 2021 - present
Delaware State Bar Association
American Bar Association