Corporate Litigation
Practices MainOur Corporate Litigation group is recognized as among the finest in Delaware. This stellar reputation is attributable to our many courtroom accomplishments, as well as our unyielding commitment to providing superior quality and value to our clients. Most of the partners in the Corporate Litigation group are “leading lawyers” according to Chambers USA: America's Leading Lawyers for Business and several have been honored repeatedly in the The Best Lawyers in America. We routinely appear in the Delaware Court of Chancery, the most influential trial court in the nation on matters of corporate law. Indeed, two members of our group authored the leading treatise on Court of Chancery practice. Our corporate litigators work closely with the members of our Corporate Counseling group, three of whom serve on the governing council of the Corporation Law Section of the Delaware State Bar Association, the source of virtually all annual revisions to the Delaware General Corporation Law ("DGCL"). We are thus on the forefront of the decisional law and remain intimately involved in the crafting and continual refinement of the enabling statute. Together, Delaware common law and the enabling statute serve as the national model for corporate governance.
Corporate Governance and Fiduciary Duty Disputes
Our Corporate Litigation practice centers upon litigation seeking injunctive and other equitable and compensatory relief, often on an expedited basis, in connection with disputed questions of internal corporate governance and related principles of fiduciary duty. Those suits most frequently focus on the rights, and fiduciary duties, of directors, officers and majority stockholders of Delaware corporations in the context of a wide variety of corporate acts and transactions, including mergers, tender offers, sales of assets, recapitalizations, reorganizations, liquidations, and proxy fights. Our experience in the field of corporate law long predates the adoption of Delaware’s first modern corporation statute more than 100 years ago. Since that time, Potter Anderson has been centrally involved in the development of the expansive body of statutory and decisional law that has contributed so significantly to Delaware’s longstanding position as the corporate domicile of choice and the preeminent forum for the resolution of corporate disputes. Potter Anderson lawyers participated in many of the most celebrated corporate law disputes of the 20th Century, such as Guth v. Loft, Schnell v. Chris-Craft, Sinclair v. Levien, Smith v. Van Gorkom, Weinberger v. UOP, Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., and Cede & Co. v. Technicolor, Inc. More recently, members of our Corporate Litigation group played key roles in Hewlett v. Hewlett-Packard, Omnicare v. NCS Healthcare, Inc., Oracle v. PeopleSoft, and In re Walt Disney Co. Derivative Litigation. The expertise gleaned from this rich experience permits us to count among our present clients many Fortune 500 corporations and among our correspondent counsel many of the nation’s most prominent corporate lawyers and law firms.
Summary Proceedings
Our litigation practice also embraces the many statutory summary proceedings authorized by the DGCL and committed to the subject matter jurisdiction of the Court of Chancery. The latter proceedings include suits for advancement and indemnification of litigation fees and expenses by officers and directors; actions to enforce stockholder rights to inspect corporate books and records; actions to compel annual meetings of stockholders; actions challenging the results of stockholder elections of directors and other stockholder votes; actions to appoint custodians to resolve director or stockholder deadlock; and other special statutory proceedings such as appraisal actions, and the wide variety of statutory proceedings relating to corporate dissolution and insolvency.
Alternative Entity Litigation
Increasingly, the courts of Delaware are called upon to decide disputes involving Delaware alternative entities, including limited partnerships and limited liability companies. Our Corporate Litigation group has substantial experience with such disputes and has been involved in many of the most important alternative entity cases in recent years. A member of the group currently serves on the committee of the Delaware State Bar Association that is responsible for monitoring and proposing amendments to the Delaware Revised Uniform Partnership Act, the Delaware Revised Uniform Limited Partnership Act, and the Delaware Limited Liability Company Act.
Commercial Business Disputes
Members of our Corporate Litigation group also handle a wide variety of business and commercial disputes in the Court of Chancery, the Superior Court of the State of Delaware, the United States District Court for the District of Delaware, and the State and federal appellate courts. These matters include contract disputes, business torts and employment-related matters.
Corporate Counseling
In addition to the foregoing, members of our Corporate Litigation group provide counseling to corporations, boards of directors, officers and shareholders in connection with ongoing or anticipated litigation. With substantial litigation expertise in corporate and commercial disputes of many kinds, we are uniquely qualified to provide guidance to corporations and their constituencies on a variety of substantive matters in anticipation (or during the pendency) of litigation, including adherence to statutory and fiduciary obligations under Delaware law, avoidance of potential third-party liability, advancement and indemnification, and insurance coverage. Members of our Corporate Counseling group are routinely consulted in this context to provide added substantive and transactional expertise to ensure that our clients receive superior and broad-based representation. Our experience has proven that this counseling role is a key component of a successful overall litigation strategy, whether or not litigation ultimately ensues.
News
- August 17, 2023
- August 17, 2023
- June 1, 2023
- May 23, 2023
- Two new additions join Corporate Litigation GroupMarch 13, 2023
- January 3, 2023
- June 8, 2022
- October 18, 2021
- September 30, 2021
- United Food and Commercial Workers Union and Participating Food Industry Employers Tri-State Pension Fund v. Zuckerberg, et al., No. 404, 2020 (Del. Sept. 23, 2021) (“Zuckerberg”)September 27, 2021
- Brookfield Asset Management, Inc., et al. v. Rosson, et al., No. 406, 2020 (Del. Sept. 20, 2021)September 22, 2021
- August 12. 2021
- August 4, 2021
- July 12, 2021
- May 20, 2021
- March 25, 2021
- March 8, 2021
- Promotions Further Strengthen Leading Corporate Litigation PracticeDecember 15, 2020
- October 2, 2020
- June 10, 2020
- April 23, 2020
- March 19, 2020
- November 5, 2019
- Nicholas D. Mozal, former clerk for Vice Chancellor Morgan T. Zurn, joins Delaware law firm as counsel to expand corporate litigation practiceSeptember 10, 2019
- September 9, 2019
- August 8, 2019
- May 29, 2019
- April 25, 2019
- March 15, 2019
- January 17, 2019
- January 7, 2019
- October 11, 2018
- Flood v. Synutra International, Inc., et al., No. 101, 2018 (Del. Oct. 9, 2018)October 9, 2018
- October 8, 2018
- October 8, 2018
- October 2, 2018
- Akorn, Inc., v. Fresenius Kabi AG, et al., C.A. No. 2018-0300-JTL (Del. Ch. Oct. 1, 2018) (Laster, V.C.)October 1, 2018
- September 19, 2018
- May 30, 2018
- May 23, 2018
- CLIENT ALERT: Court of Chancery Accepts Unaffected Market Price As Fair Value In Post-Dell AppraisalVerition Partners Master Fund Ltd. v. Aruba Networks, Inc.February 16, 2018
- California State Teachers’ Retirement System v. AlvarezJanuary 25, 2018
- December 19, 2017
- Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd.December 14, 2017
- December 12, 2017
- December 11, 2017
- November 15, 2017
- October 3, 2017
- August 2, 2017
- May 1, 2017
- January 1, 2017
- December 9, 2016
- November 17, 2016
- January 25, 2016
- November 5, 2015
- Corwin v. KKR Financial Holdings LLC, No. 629, 2014 (Del. Oct. 2, 2015).October 5, 2015
- August 31, 2015
- In re Cornerstone Therapeutics Inc. S’holder Litig., No. 564, 2014 (Del. May 14, 2015) & Leal v. Meeks, No. 706, 2014 (Del. May 14, 2015)May 15, 2015
- National Law Journal, April 14, 2014
- January 5, 2012
- September 22, 2011
- June 29, 2011
- February 22, 2011
- January 19, 2011
- December 15, 2010
- September 24, 2010
- July 17, 2008
- June 9, 2006
Publications
- Business Law Today, August 21, 2023
- Business Law Today, July 11, 2023
- Delaware ChapterICLG, March 2023
- ABA Pretrial Practice & Discovery, March 9, 2023
- Business Law Today, December 12, 2022
- Delaware Business Court Insider, August 3, 2022
- Business Law Today, July 28, 2022
- May 31, 2022
- March 17, 2022
- February 16, 2022
- Delaware ChapterICLG, February 2022
- Winter 2022
- Business Law Today, November 5, 2021
- Business Law Today, October 14, 2021
- Business Law Today, October 14, 2021
- Norton Annual Survey of Bankruptcy Law, 2021 Edition
- Fall 2021
- August 16, 2021
- August 10, 2021
- The Review of Securities & Commodities Regulation, June 15, 2021
- April 12, 2021
- March 1, 2021
- Delaware ChapterICLG, February 2021
- February 9, 2021
- Harvard Law School Forum on Corporate Governance and Financial Regulation, May 27, 2020
- Business Law Today, March 26, 2020
- February 28, 2020
- Delaware ChapterICLG, February 2020
- January 31, 2020
- Law360, January 6, 2020
- Law360, March 8, 2019
- Delaware ChapterICLG, February 2019
- Practice Points, January 31, 2019
- Business Law Today, September 26, 2018
- Business Law Today, July 18, 2018
- April 26, 2018
- Law360, March 28, 2018
- Delaware ChapterICLG, March 2018
- Law360, March 12, 2018
- Law360, February 7, 2018
- Deal Points: The Newsletter of the Mergers and Acquisitions Committee, Winter 2018
- December 6, 2017
- Law360, July 31, 2017
- Law360, June 29, 2017
- June 23, 2017
- May 24, 2017
- Corporate Counsel Weekly, March 22, 2017
- Corporate Counsel Weekly, March 20, 2017
- ABA Business Law Today, January 2017
- The Temple 10-Q, Temple's Business Law Magazine, September 26, 2016
- Business Law Today, August 18, 2016
- Business Law Today, July 2016
- March 9, 2016
- Business Law Today, February 2016
- The Temple 10-Q: Temple's Business Law Magazine, November 9, 2015
- Business Law Today, June 19, 2015
- Bloomberg BNA Corporate Law & Accountability Report, June 5, 2015
- Business Law Today, January, 2015
- Bloomberg BNA Corporate Law & Accountability Report, January 9, 2015
- Business Law Today, April 30, 2014
- Bloomberg BNA Corporate Governance Report, April 7, 2014
- InSights, January 2014
- November 21, 2013
- November 19, 2013
- October 1, 2013
- September 30, 2013
- August 30, 2013
- August 23, 2013
- June 10, 2013
- April 19, 2013
- The Review of Securities & Commodities Regulation, December 7, 2011
- December 1, 2011
- Bloomberg Law Reports, November 22, 2011
- November 4, 2011
- March 23, 2011
- March 1, 2011
- February 1, 2011
- August 1, 2010
- December 10, 2009
- Michael B. Tumas, Michael K. Reilly, June 10, 2008
- May 1, 2008
- Rethinking The Blasius Standard of Review: The Implications of Mercier v. Inter-Tel (Delaware), Inc.April 4, 2008
- March 1, 2008
- February 1, 2008
- October 1, 2007
- August 22, 2007
- March 27, 2007
- Deal Points, Spring 2006
- January 1, 2006
- November 1, 2005
- Do Directors Have Reason to Worry?November 1, 2005
- November 1, 2005
- August 1, 2005
- April 1, 2002
- A recent Delaware Court of Chancery decision raises two interesting points concerning the obligations of corporations that undertake mergers with subsidiariesJune 1, 2000
- May 1, 2000
- May 1, 1999
Events & Speaking Engagements
- September 12, 2023
- September 7, 2023
- April 28, 2023
- April 28, 2023
- April 27, 2023
- April 27, 2023
- April 20, 2023
- March 23, 2023
- September 14, 2022
- June 9, 2022
- June 6, 2022
- April 1, 2022
- March 31, 2022
- March 31, 2022
- March 29, 2022
- March 25, 2022
- March 17, 2022
- March 10, 2022
- March 4, 2022
- September 24, 2021
- June 17, 2021
- May 25, 2021
- April 19, 2021
- March 11, 2021
- March 4, 2021
- January 28, 2021
- January 22, 2021
- November 19, 2020
- September 23, 2020
- June 17, 2020
- June 5, 2020
- April 8, 2020
- March 5, 2020
- March 5, 2020
- March 5, 2020
- February 6, 2020
- January 31, 2020
- January 23, 2020
- January 22, 2020
- January 10, 2020
- December 3, 2019
- October 25, 2019
- October 24, 2019
- September 12, 2019
- September 12, 2019
- September 12, 2019
- April 11, 2019
- March 29, 2019
- March 13, 2019
- February 5, 2019
- January 29, 2019
- January 11, 2019
- November 9, 2018
- October 31, 2018
- October 23, 2018
- October 18, 2018
- October 12, 2018
- October 10, 2018
- October 10, 2018
- July 11, 2018
- May 11, 2018
- April 17, 2018
- April 14, 2018
- March 28, 2018
- March 16, 2018
- March 15, 2018
- February 3, 2018
- January 12, 2018
- November 9, 2017
- October 26, 2017
- September 27, 2017
- September 15, 2017
- June 7, 2017
- March 30, 2017
- March 31, 2017
- September 8, 2016
- August 12, 2016
Practice Contact
People
- Berton Ashman, Jr.
- J. Matthew Belger
- T. Brad Davey
- Matthew Davis
- Emma Diver
- Hayden Driscoll
- Timothy Dudderar
- Ryan Ellingson
- Cynthia Emesibe
- Matthew Fischer
- Mathew Golden
- Charles Hallinan
- Ellis Huff
- Justin Hymes
- Callan Jackson
- Christopher Kelly
- Tyler Leavengood
- Jaclyn Levy
- Emily Marco
- Nicholas Mozal
- Stephen Norman
- Michael Pittenger
- Caneel Radinson-Blasucci
- Brian Ralston
- Laura Readinger
- Christopher Renaud
- Jacqueline Rogers
- Daniel Rusk IV
- Abraham Schneider
- David Seal
- Kevin Shannon
- Aaron Sims
- Myron Steele
- Lilianna Townsend
- Charles Wood