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Stephen C. Norman

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Stephen C. Norman practices primarily in the areas of corporate and commercial litigation. Steve has substantial experience in litigating corporate and commercial disputes in the Court of Chancery and the District Court of Delaware, including stockholder class and derivative actions, takeovers and various proceedings under the Delaware General Corporation Law. He frequently counsels stockholders, officers and directors, and Delaware corporations regarding various matters of Delaware corporate and partnership law.

Highlighted in the current edition of Chambers USA as “smart, hard-working, and experienced,” Steve has served as a speaker on Delaware corporate law issues for a number of national and regional law firms as part of their internal continuing education programs. He has also written in the areas of corporate and commercial litigation.

A longtime participant in firm committees and management, Steve is the former practice leader of the firm’s Corporate Group and a former member of the Executive Committee.

Representative Matters

  • Represents AmerisourceBergen Corp., the nation’s second-largest drug distributor, in ongoing litigation in numerous matters.
  • Represents Cox Communications, Inc. in breach of contract litigation with T-Mobile.
  • Serves as Delaware counsel to Deutsche Bank in connection with its years-long efforts to collect an unpaid judgment debt owed by billionaire investor Alexander Vik and his companies.
  • Defended Deutsche Bank in claims for aiding and abetting arising from Dole Food Company’s going-private transaction. It is one of few cases where the banker was not held liable for aiding and abetting even though the other defendants were found liable.
  • Represented Morgan, Lewis & Bockius LLP in dismissal of high-profile derivative litigation against McDonald’s and its directors and officers involving first-impression aiding and abetting claims against lawyers.
  • Serves as Delaware counsel to Teneo, a global CEO advisory firm, in connection with litigation alleging Teneo aided and abetted breaches of fiduciary duty by Cigna’s board of directors in connection with the failed Cigna-Anthem merger.
  • Served as Delaware counsel to Oxbow Carbon & Minerals Holdings Inc., one of the world’s leading refiners of natural gas and petroleum refining byproducts, and William Koch in their dispute with private equity company Crestview Partners LLC over unit holders’ right to liquidate. Prosecuted appeal overturning Court of Chancery opinion on the duty of good faith and fair dealing.
  • Represented Wal-Mart in connection with a derivative action by Wal-Mart stockholders against certain current and former members of its board of directors for damages sustained by the Company in connection with certain alleged violations of the Foreign Corrupt Practices Act. The matter was dismissed by the Court of Chancery, a decision that was appealed, remanded, appealed again and ultimately affirmed by the Delaware Supreme Court in a landmark ruling applying principles of promissory estoppel to the dismissal of a derivative actions for failure to make demand. Ultimately, the U.S. Supreme Court denied a petition to review the suit, ending more than six years of litigation.
  • Represented director in landmark Disney litigation involving fiduciary duties of directors, which was affirmed on appeal.
  • Served as Delaware counsel to Shire US Holdings in defending a breach of contract suit from Fortis Advisors LLC that sought $425 million in milestone payments related to the testing and approval of a new dry-eye disease treatment.
  • Defended C&J Energy Services and its directors in an action challenging the acquisition of assets from Nabors, successfully overturning on appeal an injunction precluding consummation of the transaction.
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Education

Hofstra School of Law, 1985, J.D., With Distinction; Hofstra Law Review, 1984-1985; Member, Notes and Comments Editor, 1983-1984

Law Clerk, The Honorable William W. Caldwell, United States District Judge for the Middle District of Pennsylvania, 1985-1987

Indiana University of PA, B.A., summa cum laude, 1982

Bar & Court Admissions

  • Pennsylvania, 1985

    Delaware, 1988

Professional Activities and Honors

Recognized by Chambers USA:  America's Leading Lawyers for Business as a leading practitioner in the area of Chancery litigation

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

American Bar Association – former co-chair of the Litigation Section's Corporate Counsel Committee, former co-editor of the Newsletter for the Corporate Counsel Committee

Catholic Leadership Institute – former director and former member of the development committee and board of directors

Delaware State Bar Association