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Kevin R. Shannon

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Kevin R. Shannon 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 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.

A longtime participant in firm committees and management, Kevin is the co-chair of the firm's Finance Committee and formerly served as practice leader of the Corporate Group.

Representative Matters

  • Twitter in litigation against Elon Musk to specifically enforce a merger agreement (Twitter, Inc. v. Musk, C.A., No. 2022-0613-KSJM).
  • Amazon in litigation relating to a demand for books and records pursuant to DGCL Section 220 (Okla. Firefighters Pension & Ret. Sys. v., Inc., 2022 WL 170618 (Del. Ch. June 1, 2022)).
  • Facebook directors in several cases relating to a proposed recapitalization (United Food & Commercial Workers Union & Participating Food Indus. Employers Tri-State Pension Fund v. Zuckerberg, 250 A.3d 862 (Del. Ch. 2020), aff’d, 262 A.3d 1034 (Del. 2021)).
  • ISN Corp. directors in litigation challenging the fairness of merger transaction (Gallagher v. Addy, 2020 WL 2789702 (Del. Ch. May 29, 2020)).
  • Walgreens Boots Alliance, Inc. directors in litigation relating to Walgreen’s investment in Theranos (Hays v. Almeida., C.A. No. 2018-0728-JTL (Del. Ch. July 26, 2019), aff’d, 227 A.3d 1097 (Table)).
  • Elizabeth Elting in several cases relating to the dissolution of TransPerfect Group, Inc. (In re Shawe & Elting, 2015 WL 4874733 (Del. Ch. Aug. 13, 2015); In re Shawe & Elting, 2016 WL 3951139 (Del. Ch. Feb. 11, 2016)).

  • The Special Committee of the board of Cornerstone Therapeutics Inc. in litigation challenging the acquisition of Cornerstone. (In re Cornerstone Therapeutics Inc., Stockholder Litig., 2014 WL 4418169 (Del. Ch. Sept. 10, 2014), rev’d, 115 A.3d 1173 (Del. 2015)).

  • Ancestry, Inc. in appraisal litigation relating to the fair value of Ancestry stock. (In re Appraisal of, Inc., 2015 WL 399726 (Del. Ch. Jan. 30, 2015)).

  • AOL, Inc. in appraisal litigation relating to its acquisition by Verizon. (In re Appraisal of AOL Inc., 2018 WL 1037450 (Del. Ch. Feb. 23, 2018); In re Appraisal of AOL Inc., 2018 WL 3913775 (Del. Aug. 15, 2018)).

  • Sotheby’s Inc. and its directors in expedited litigation relating to a proxy contest. (Third Point LLC v. Ruprecht, 2014 WL 1922029 (Del. Ch. May 2, 2014)).

  • Satellite Healthcare in litigation involving a potential judicial dissolution. (Huatuco v. Satellite Healthcare, 2013 WL 6460898 (Del. Ch. Dec. 9, 2013), aff’d, 93 A.3d 654 (Del. 2014)).

  • Lennar Corporation in litigation seeking to compel the production of books and records. (La. Mun. Police Emps. Ret, Sys. v. Lennar Corp., 2012 WL 4760881 (Del. Ch. Oct. 5, 2012)).

  • Airgas, Inc. and its board in expedited litigation relating to the hostile bid by Air Products & Chemicals, Inc. (Airgas Inc. v. Air Prods. & Chems. Inc., 8 A.3d 1182 (Del. 2010); Air Prods.& Chems. Inc. v. Airgas Inc., 16 A.3d 48 (Del. Ch. 2011)).

  • 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 (Andaloro v. PFPC Worldwide, Inc., 2005 WL 2045640 (Del. Ch. Aug. 9, 2005)).

  • 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 (In re Walt Disney Co. Derivative Litig., 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. (Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914 (Del. 2003)).



More Info


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

Chair, Delaware State Committee of the 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 Chancery litigators in Delaware

Recognized by The Best Lawyers in America  in the areas of Commercial Litigation, Corporate Law and Litigation - Mergers & Acquisitions, most recently in the 2022 edition

Named to the Delaware Super Lawyers list, 2008–present

Recognized by Benchmark Litigation 2023: Benchmark Litigation Star

Delaware State Bar Association 

American Bar Association; past chair, Subcommittee on Partnerships and Alternative Business Entities Litigation, Business Law Section