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.
- 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. Amazon.com, 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 Ancestry.com, 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)).
- 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
- Striking the Appropriate Balance: Stockholder Inspections Rights Under Delaware LawInsights, Vol. 26, Issue No. 11, November 2012
- 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
- August 17, 2023
- June 1, 2023
- August 18, 2022
- June 1, 2022
- 11 Potter Anderson Lawyers Ranked as 2022 Delaware Super Lawyers and Six Named to Delaware Rising Stars ListMay 25, 2022
- Benchmark Litigation Again Awards Potter Anderson Highest Designation, Recognizes 12 Potter Anderson LitigatorsSeptember 30, 2021
- August 19, 2021
- July 12, 2021
- May 20, 2021
- March 8, 2021
- 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
- October 23, 2017
- April 12, 2016
- 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
- March 23, 2023
- March 17, 2022
- March 11, 2021
- 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
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, 2007 - present
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