Biography
Christopher N. Kelly focuses his practice on corporate and commercial litigation in the Delaware Court of Chancery and the Delaware Superior Court Complex Commercial Litigation Division.
Chris has been involved in some of the more significant Delaware corporate cases in recent years, such as the Twitter v. Musk “busted deal” litigation, the TransPerfect dissolution litigation, and the Delaware Supreme Court’s Cornerstone decision.
Chris’ experience includes stockholder class and derivative actions, busted deal litigation and takeover disputes, limited partnership and limited liability company litigation, 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.
Chris also has substantial experience litigating buyer/seller post-closing disputes, including fraud, indemnification, and earnout disputes in the Court of Chancery and the Superior Court Complex Commercial Litigation Division.
In addition, Chris counsels boards of directors and board committees regarding significant transactions and governance matters, including advising special committees in connection with conflict transactions and committee investigations.
Chris 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.
Practice Areas
Experience
Representative Matters
- Del Monte and its board of directors in defense of litigation brought by a Del Monte lender to remove and replace Del Monte’s board following restructuring transaction (Black Diamond Commercial Finance, LLC v. Gregory Longstreet, et al., C.A. No. 2024-1026-LWW).
- Walgreens Boots Alliance in litigation brought by plaintiff minority members of CityMD challenging CityMD’s merger with VillageMD, a majority-owned subsidiary of Walgreens (Faiz Kahn v. Warburg Pincus, LLC, et al., C.A. No. 2024-0523-LWW, aff’d, No. 236, 2025).
- Hennessy Capital Acquisition Corp. IV’s directors, officers, and sponsor in stockholder litigation relating to the company’s de-SPAC merger with Canoo Ltd. (In re Hennessy Capital Acquisition Corp. IV Stockholder Litigation, C.A. No. 2022-0571-LWW, aff’d 245, 2024).
- Ocean Power and its board of directors in litigation brought by activist investor challenging the company’s advance notice bylaws and NOL rights plan (Paragon Technologies, Inc. v. Terence J. Cryan, et al., C.A. No. 2023-1013-LWW).
- Brunswick in defense of post-closing indemnification lawsuit brought by buyers of Brunswick’s bowling products division (BBP Holdco, Inc. v. Brunswick Corp., C.A. No. N20C-10-135-PRW CCLD, aff’d, No. 355, 2025).
- Chicago Pacific in defense of litigation relating to P3 Health Group’s de-SPAC merger with Foresight Acquisition Corp. (In re P3 Health Group Holdings, LLC, Consol. C.A. 2021-0518-JTL).
- 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., C.A. No. 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 No. 564, 2014).
Professional Activities & Recognition
Honors & Recognitions
Recognized in The Best Lawyers in America® for Corporate Law and Commercial Litigation, 2021 - present
Professional
Delaware State Bar Association
American Bar Association
Education
Temple University Beasley School of Law, J.D., 2006
University of Delaware, B.A., 2003
Law clerk to the Honorable Thomas L. Ambro, United States Court of Appeals for the Third Circuit
Law clerk to the Honorable A. Richard Caputo, United States District Court for the Middle District of Pennsylvania
Bar & Court Admissions
Bar Admissions
- Delaware, 2012
New Jersey, 2006
Pennsylvania (inactive), 2006