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, Haskins & Sells, 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.
Elizabeth Elting in several cases relating to the dissolution of TransPerfect Group, Inc. (See In re Shawe & Elting, 2015 WL 4874733 (Del. Ch.); In re Shawe & Elting, 2016 WL 3951139 (Del. Ch.)).
The Special Committee of the board of Cornerstone Therapeutics Inc. in litigation challenging the acquisition of Cornerstone. (See In re Cornerstone Therapeutics Inc., Stockholder Litig., 2014 WL 4418169 (Del. Ch.) aff’d, 115 A.3d 1173 (Del. 2015)).
Ancestry, Inc. in appraisal litigation relating to the fair value of Ancestry stock. (See In re Appraisal of Ancestry.com, Inc., 2015 WL 399726 (Del. Ch.)).
AOL, Inc. in expedited litigation relating to its acquisition of Millennial Media. (See Nguyen v. Barrett, 2016 WL 5404095 (Del. Ch.)).
Sotheby’s Inc. and its directors in expedited litigation relating to a proxy contest. (See Third Point LLC v. Ruprecht, 2014 WL 1922029 (Del. Ch.)).
Satellite Healthcare in litigation involving a potential judicial dissolution. (See Huatuco v. Satellite Healthcare, 2013 WL 6460898 (Del. Ch.), aff’d, 93 A.3d 654 (Del. 2014)).
Lennar Corporation in litigation seeking to compel the production of books and records. (See Louisiana Municipal Police Employees Retirement System v. Lennar Corp., 2012 WL 4760881 (Del. Ch.)).
- Airgas, Inc. and its board in expedited litigation relating to the hostile bid by Air Products & Chemicals, Inc. (see Air Products & Chemicals Inc. v. Airgas Inc., 6 A.3rd 48 (Del. Ch. 2011); Airgas Inc. v. Air Products & Chemicals Inc., 8 A.3rd 1182 (Del. Supr. 2010)).
- Answers Corporation and its board in expedited litigation challenging the sale of the company to a private equity firm (see In re Answers Corporation S’holders Litig., 2011 WL 1366780 (Del. Ch.)).
- Zrii, LLC in expedited litigation seeking to enjoin the defendants from engaging in contractual and fiduciary breaches intended to harm the company (see Zrii, LLC v. Wellness Acquisition Group, 2009 WL 2998169 (Del. Ch.)).
- 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 (see Andaloro v. PFPC Worldwide, Inc., 2005 WL 2045640 (Del. Ch.)).
- 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 (see In re The Walt Disney Company Derivative Litigation, 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. (see Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914 (Del. Supr. 2003)).
- The Special committee of the board of Pure Resources, Inc. in connection with a going private transaction by its controlling stockholder, Unocal Corporation, and in the related litigation challenging the fairness of that transaction (see In re Pure Resources, Inc. Shareholders Litigation, 808 A.2d 421 (Del. Ch. 2002)).
- An independent director of Siliconix in expedited litigation challenging a stock-for-stock tender offer (see In re Siliconix Incorporated Shareholders Litigation, 2001 WL 716787 (Del. Ch.)).
- 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
- InSights, January 2014
- Canmore Consultants Ltd. v. L.O.M. Medical Int'l, Inc.: A Limited Exception To Directorial Authority To Fill Board VacanciesNovember 19, 2013
- Gerber v. Enterprise Products Holdings, LLC; When a Contractual Presumption of Good Faith Isn't Good EnoughSeptember 30, 2013
- Practical Lessons to Be Learned Concerning Poison Pills in the Chancery Court's Decision in 'Air Products v. Airgas'March 23, 2011
- March 1, 2011
- February 1, 2011
- August 1, 2010
- Delaware Court Clarifies Judicial Standard of Review for Evaluating Director Actions Affecting a Stockholder VoteAugust 22, 2007
- October 2, 2020
- August 20, 2020
- April 23, 2020
- November 5, 2019
- August 15, 2019
- May 29, 2019
- April 25, 2019
- October 2, 2018
- August 15, 2018
- May 3, 2018
- October 23, 2017
- August 15, 2017
- Donald Wolfe Ranks in the Top Ten 2017 Delaware Super Lawyers; 10 Attorneys in Five Practices RecognizedJune 5, 2017
- June 1, 2017
- Three Potter Anderson Attorneys Named “Lawyers of the Year” and 21 Attorneys Named as "the Best Lawyers in America" for 2017August 15, 2016
- April 12, 2016
- Potter Anderson Partner, Donald J. Wolfe, Jr., Tops 2015 Delaware Super Lawyers Rankings; 17 Potter Anderson Attorneys in Eight Practice Areas RecognizedMay 15, 2015
- 18 Potter Anderson Attorneys Recognized as 2014 Delaware Super Lawyers; Chairman Donald J. Wolfe, Jr. Ranked in Top ThreeMay 27, 2014
- October 18, 2011
- February 22, 2011
- Potter Anderson & Corroon LLP Partner Kevin R. Shannon Named a Fellow of the Litigation Counsel of AmericaNovember 2, 2009
Events & Speaking Engagements
- February 6, 2020
- April 11, 2019
- October 12, 2018
- March 16, 2018
- October 26, 2017
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
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 2021 edition
Named to the Delaware Super Lawyers list, 2008–present
Recognized by Benchmark Litigation
Delaware State Bar Association
American Bar Association; past chair, Subcommittee on Partnerships and Alternative Business Entities Litigation, Business Law Section