Anne C. Foster

Director

302.651.7744
302.498.7744 (fax)
foster@rlf.com
Anne Foster has thirty years of experience representing clients in corporate and commercial litigation matters, including the representation of corporations, members of boards of directors, and substantial stockholders in litigation concerning mergers and acquisitions, corporate governance, and fiduciary duties. She also advises clients regarding indemnification and advancement issues and other matters relating to the General Corporation Law of the State of Delaware. Anne has also represented clients in special committee matters, including investigations in response to stockholder demands and regarding compliance issues. She is a frequent speaker on issues relating to corporate litigation and ethics.
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Select Experience

  • In re TIBCO Software Inc. Stockholders Litigation, 2015 WL 6155894 (Del. Ch. 2015): Representing Vista defendants in class action litigation
  • eBay Domestic Holdings, Inc. v. Newmark, 16 A.3d 1 (Del. Ch. 2010): Represented directors of Craigslist in Court of Chancery trial in dispute with eBay
  • In re Walt Disney Co. Deriv. Litig., 2005 WL 2056651 (Del. Ch. Aug. 9, 2005), aff'd, 906 A.2d 27 (Del. 2005): Represented directors of The Walt Disney Company in a successful trial in the Court of Chancery and appeal in the Delaware Supreme Court
View Experience >

Anne Foster has thirty years of experience representing clients in corporate and commercial litigation matters, including the representation of corporations, members of boards of directors, and substantial stockholders in litigation concerning mergers and acquisitions, corporate governance, and fiduciary duties. She also advises clients regarding indemnification and advancement issues and other matters relating to the General Corporation Law of the State of Delaware. Anne has also represented numerous clients in special committee matters, including investigations in response to stockholder demands and regarding compliance issues.

Anne is a member of the American Law Institute, and has served as a panelist and board member of the Weinberg Center on Corporate Governance at the University of Delaware.  A frequent speaker on issues relating to corporate litigation and ethics, she has co-taught classes at Columbia Law School and the University of Pennsylvania Law School.  Anne is a certified mediator with the Delaware Superior Court.

Experience

  • In re TIBCO Software Inc. Stockholders Litigation, 2015 WL 6155894 (Del. Ch. 2015): Representing Vista defendants in class action litigation
  • In re Orbitz Worldwide, Inc. Consolidated Stockholder Litigation, C.A. No. 10711-VCMR (Del. Ch. 2015): Representing Orbitz defendants in litigation challenging Expedia acquisition
  • Teamsters Union 25 Health Services & Insurance Plan v. Baiera, 119 A.3d 44 (Del. Ch. 2015): Represented Orbitz defendants in challenge to services agreement
  • Ausikaitis v. Kiani, C.A.No. 12-cv-1175-SLR (D. Del. 2015): Represented Masimo Corporation in derivative action challenging stock option grants
  • Hermelin v. K-V Pharmaceutical Co., 54 A.3d 1093 (Del. Ch. 2012): Represented company in advancement and indemnification proceeding
  • eBay Domestic Holdings, Inc. v. Newmark, 16 A.3d 1 (Del. Ch. 2010): Represented directors of Craigslist in Court of Chancery trial in dispute with eBay
  • Sodano v. American Stock Exchange LLC, 2008 WL 2738583 (Del. Ch. Jul. 15, 2008), aff’d, American Stock Exchange LLC v. Financial Industry Regulatory Authority, Inc., 970 A.2d 256 (Del. 2008): Represented FINRA in advancement and indemnification litigation in Court of Chancery and Delaware Supreme Court concerning dispute with Amex and former Amex chairman
  • In re TD Banknorth S’holders Litig., 2008 WL 2897102 (Del. Ch. Jul. 29, 2008): Represented Toronto-Dominion Bank defendants in class action litigation concerning acquisition of TD Banknorth
  • Zimmerman v. Braddock, 2005 WL 2622698 (Del. Ch. Oct. 6, 2005): Represented outside directors of Priceline in stockholder derivative action
  • In re Walt Disney Co. Deriv. Litig., 2005 WL 2056651 (Del. Ch. Aug. 9, 2005), aff'd, 906 A.2d 27 (Del. 2005): Represented directors of The Walt Disney Company in a successful trial in the Court of Chancery and appeal in the Delaware Supreme Court

Publications

  • "'Don't Ask, Don't Waive' Provisions Questioned in Pair of Del. Decisions," Bloomberg BNA Mergers & Acquisitions Law Report, April 15, 2013   View >

Presentations

  • "Hot Topics in Mergers & Acquisitions 2016," October 13, 2016
  • "Hot Topics in Mergers & Acquisitions 2016," September 30, 2016
  • "ACI's National Forum on Directors & Officers and Management Liability," July 26, 2016
  • "William & Mary Law School's Fourth Annual Leadership Conference," March 18, 2016
  • "Third Annual Delaware Law Issues Update Conference," November 18, 2015
  • "ACI 19th Annual D&O Liablity Conference," September 16, 2015
  • "Second Annual Delaware Law Issues Update Conference," November 19, 2014
  • "M&A Litigation 2014," June 26, 2014
  • "Delaware Law Issues Update," November 20, 2013
  • "M&A Litigation 2013," June 27, 2013
  • "Delaware Corporate Law Video Update," March 2013   View >
  • "Hot Topics in Mergers & Acquisitions 2012," September 20, 2012
  • "Hot Topics in Mergers & Acquisitions 2012," September 6, 2012
  • "The Society of Corporate Secretaries & Governance Professionals 2012 Annual Conference," July 11, 2012
  • "M&A Litigation 2012," June 28, 2012
  • "Delaware Law Developments 2012: What All Business Lawyers Need to Know," June 12, 2012
  • "M&A Litigation 2011," April 8, 2011
  • ABA Commission on Ethics 20/20 Proposals, Rubenstein-Walsh Seminar in Professionalism and Ethics, Delaware State Bar Association, Wilmington, Delaware, February 21, 2013
  • Ethics in the Corporate Law Setting, Delaware State Bar Association, Wilmington, Delaware, October 12, 2012
  • Recent Developments in Delaware Corporate and Alternative Entity Law, Delaware State Bar Association, Wilmington, Delaware, May 22, 2012
  • Dodd-Frank and the Displacement of the Corporate Board?, Annual Corporate Governance Conference, John L. Weinberg Center for Corporate Governance, University of Delaware, Newark, DE, November 12, 2010
  • Boardroom Excellence - A Blueprint for Action, NACD, Washington, DC, October 18-20, 2009
  • Mergers and Acquisitions 2008: What You Need to Know Now, Practising Law Institute, San Francisco, October 16-17, 2008

Awards

  • Chambers USA, since 2007
  • The Best Lawyers in America, since 2010
  • Super Lawyers, since 2010
  • Lawdragon, 2011, 2010 

Leadership

  • Delaware Supreme Court Rules Committee
  • Advisory Board, Weinberg Center for Corporate Governance at the University of Delaware
  • American Law Institute
  • Chancellor, Episcopal Diocese of Delaware
  • Preliminary Investigatory Committee of the Court on the Judiciary of the State of Delaware, Past Member
  • Delaware State Bar Insurance Services, Inc., Director
  • Board on Professional Responsibility of the Supreme Court of Delaware, Past Chair 
  • Preliminary Review Committee of the Board on Professional Responsibility of the Supreme Court of Delaware, Past Member
  • American Bar Association, Business Law Section, Business and Corporation Litigation Committee, Subcommittee on Corporate Counseling and Litigation, Past Chair    
  • Rodney Inn of Court 
  • National High School Mock Trial Competition, Case Co-Author

Education

  • J.D., Marshall-Wythe School of Law, College of William & Mary, 1986
  • B.A., Government and Economics, College of William & Mary, 1983

Admitted to Practice

  • Delaware, 1986

Experience

  • In re TIBCO Software Inc. Stockholders Litigation, 2015 WL 6155894 (Del. Ch. 2015): Representing Vista defendants in class action litigation
  • In re Orbitz Worldwide, Inc. Consolidated Stockholder Litigation, C.A. No. 10711-VCMR (Del. Ch. 2015): Representing Orbitz defendants in litigation challenging Expedia acquisition
  • Teamsters Union 25 Health Services & Insurance Plan v. Baiera, 119 A.3d 44 (Del. Ch. 2015): Represented Orbitz defendants in challenge to services agreement
  • Ausikaitis v. Kiani, C.A.No. 12-cv-1175-SLR (D. Del. 2015): Represented Masimo Corporation in derivative action challenging stock option grants
  • Hermelin v. K-V Pharmaceutical Co., 54 A.3d 1093 (Del. Ch. 2012): Represented company in advancement and indemnification proceeding
  • eBay Domestic Holdings, Inc. v. Newmark, 16 A.3d 1 (Del. Ch. 2010): Represented directors of Craigslist in Court of Chancery trial in dispute with eBay
  • Sodano v. American Stock Exchange LLC, 2008 WL 2738583 (Del. Ch. Jul. 15, 2008), aff’d, American Stock Exchange LLC v. Financial Industry Regulatory Authority, Inc., 970 A.2d 256 (Del. 2008): Represented FINRA in advancement and indemnification litigation in Court of Chancery and Delaware Supreme Court concerning dispute with Amex and former Amex chairman
  • In re TD Banknorth S’holders Litig., 2008 WL 2897102 (Del. Ch. Jul. 29, 2008): Represented Toronto-Dominion Bank defendants in class action litigation concerning acquisition of TD Banknorth
  • Zimmerman v. Braddock, 2005 WL 2622698 (Del. Ch. Oct. 6, 2005): Represented outside directors of Priceline in stockholder derivative action
  • In re Walt Disney Co. Deriv. Litig., 2005 WL 2056651 (Del. Ch. Aug. 9, 2005), aff'd, 906 A.2d 27 (Del. 2005): Represented directors of The Walt Disney Company in a successful trial in the Court of Chancery and appeal in the Delaware Supreme Court

Education

  • J.D., Marshall-Wythe School of Law, College of William & Mary, 1986
  • B.A., Government and Economics, College of William & Mary, 1983

Publications

  • "'Don't Ask, Don't Waive' Provisions Questioned in Pair of Del. Decisions," Bloomberg BNA Mergers & Acquisitions Law Report, April 15, 2013   View >

Presentations

  • "Hot Topics in Mergers & Acquisitions 2016," October 13, 2016
  • "Hot Topics in Mergers & Acquisitions 2016," September 30, 2016
  • "ACI's National Forum on Directors & Officers and Management Liability," July 26, 2016
  • "William & Mary Law School's Fourth Annual Leadership Conference," March 18, 2016
  • "Third Annual Delaware Law Issues Update Conference," November 18, 2015
  • "ACI 19th Annual D&O Liablity Conference," September 16, 2015
  • "Second Annual Delaware Law Issues Update Conference," November 19, 2014
  • "M&A Litigation 2014," June 26, 2014
  • "Delaware Law Issues Update," November 20, 2013
  • "M&A Litigation 2013," June 27, 2013
  • "Delaware Corporate Law Video Update," March 2013   View >
  • "Hot Topics in Mergers & Acquisitions 2012," September 20, 2012
  • "Hot Topics in Mergers & Acquisitions 2012," September 6, 2012
  • "The Society of Corporate Secretaries & Governance Professionals 2012 Annual Conference," July 11, 2012
  • "M&A Litigation 2012," June 28, 2012
  • "Delaware Law Developments 2012: What All Business Lawyers Need to Know," June 12, 2012
  • "M&A Litigation 2011," April 8, 2011
  • ABA Commission on Ethics 20/20 Proposals, Rubenstein-Walsh Seminar in Professionalism and Ethics, Delaware State Bar Association, Wilmington, Delaware, February 21, 2013
  • Ethics in the Corporate Law Setting, Delaware State Bar Association, Wilmington, Delaware, October 12, 2012
  • Recent Developments in Delaware Corporate and Alternative Entity Law, Delaware State Bar Association, Wilmington, Delaware, May 22, 2012
  • Dodd-Frank and the Displacement of the Corporate Board?, Annual Corporate Governance Conference, John L. Weinberg Center for Corporate Governance, University of Delaware, Newark, DE, November 12, 2010
  • Boardroom Excellence - A Blueprint for Action, NACD, Washington, DC, October 18-20, 2009
  • Mergers and Acquisitions 2008: What You Need to Know Now, Practising Law Institute, San Francisco, October 16-17, 2008

Awards

  • Chambers USA, since 2007
  • The Best Lawyers in America, since 2010
  • Super Lawyers, since 2010
  • Lawdragon, 2011, 2010 

Leadership

  • Delaware Supreme Court Rules Committee
  • Advisory Board, Weinberg Center for Corporate Governance at the University of Delaware
  • American Law Institute
  • Chancellor, Episcopal Diocese of Delaware
  • Preliminary Investigatory Committee of the Court on the Judiciary of the State of Delaware, Past Member
  • Delaware State Bar Insurance Services, Inc., Director
  • Board on Professional Responsibility of the Supreme Court of Delaware, Past Chair 
  • Preliminary Review Committee of the Board on Professional Responsibility of the Supreme Court of Delaware, Past Member
  • American Bar Association, Business Law Section, Business and Corporation Litigation Committee, Subcommittee on Corporate Counseling and Litigation, Past Chair    
  • Rodney Inn of Court 
  • National High School Mock Trial Competition, Case Co-Author