Christopher N. Kelly

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.

Representative Matters

• 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).

Publications

News

Events & Speaking Engagements