Catherine G. Dearlove

Director

302.651.7788
302.498.7788 (fax)
dearlove@rlf.com

Catherine Dearlove represents Delaware corporations, LLCs, limited partnerships, and their directors and other constituencies in corporate litigation, including shareholder class actions, derivative suits, and corporate control disputes.  Catherine also regularly counsels Delaware entities and their boards and other constituencies on corporate governance and fiduciary duty matters outside of litigation.  She has represented special committees in both litigation and transactional matters.  Catherine’s clients include publicly traded corporations, private companies, LLCs, and limited partnerships.

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Select Experience

  • Co-lead counsel for plaintiff bondholder in Quadrant Structured Products Corp. v. Vertin, et al., the first trial of a creditor derivative action in the Court of Chancery since the Delaware Supreme Court’s Gheewalla decision confirmed creditor derivative standing; after trial, defendants made a multimillion-dollar payment to partially moot plaintiff’s claims
  • Counsel for JPMorgan Chase & Co. and certain of its directors and officers in derivative actions in the Court of Chancery and the Delaware Supreme Court and related books and records proceedings
  • Successfully negotiated a comprehensive resolution of internal control disputes between co-founders of a leading venture capital investment fund
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Catherine Dearlove represents Delaware corporations, LLCs, limited partnerships, and their directors and other constituencies in corporate litigation, including shareholder class actions, derivative suits, and corporate control disputes.  Catherine also regularly counsels Delaware entities and their boards and other constituencies on corporate governance and fiduciary duty matters outside of litigation.  She has represented special committees in both litigation and transactional matters.  Catherine’s clients include publicly traded corporations, private companies, LLCs, and limited partnerships.

Catherine has published articles relating to corporate governance in The Business Lawyer and other publications, and she is a frequent panelist at conferences on corporate law and governance.  Among other accolades, Catherine has been recognized annually by Benchmark Litigation as one of the top 250 Women in Litigation in the United States since 2013.

Experience

  • Co-lead counsel for plaintiff bondholder in Quadrant Structured Products Corp. v. Vertin, et al., the first trial of a creditor derivative action in the Court of Chancery since the Delaware Supreme Court’s Gheewalla decision confirmed creditor derivative standing; after trial, defendants made a multimillion-dollar payment to partially moot plaintiff’s claims
  • Counsel for JPMorgan Chase & Co. and certain of its directors and officers in derivative actions in the Court of Chancery and the Delaware Supreme Court and related books and records proceedings
  • Successfully negotiated a comprehensive resolution of internal control disputes between co-founders of a leading venture capital investment fund
  • Represented a corporation in Section 205 proceedings to validate defective stock issuances
  • Defended the conflicts committee of a master limited partnership in litigation in the Court of Chancery and Delaware Supreme Court
  • Defended boards of numerous public companies in class action litigation challenging mergers and acquisitions, including through expedited applications for preliminary injunctions, post-closing litigation and appraisal proceedings
  • Represented News Corp. and its directors in derivative litigation arising from the U.K. phone-hacking scandal
  • Defended the founder and CEO of Craigslist through trial in litigation arising from eBay’s investment in Craigslist
  • Advised special litigation committees in connection with stock-option backdating investigations and related litigation
  • Represented a privately held asset management company in litigation that successfully confirmed the validity of its stock transfer restrictions
  • Represented a large family-controlled corporation and certain shareholders in litigation; successfully petitioned for appointment of a custodian and negotiated corporate governance changes to permanently resolve a long-standing shareholder deadlock situation
  • Testified as an expert witness on Delaware corporate and commercial law issues in litigation in the Republic of Chile

Publications

  • "Proxy Access by Private Ordering: A Review of the 2012 and 2013 Proxy Seasons," The Business Lawyer, November 2013   View >
  • "Mitigating Financial Adviser Conflicts With Second Adviser," Delaware Business Court Insider, August 28, 2013   View >
  • "What To Do About Informational Conflicts Involving Designated Directors," The Practical Lawyer, April 2011   View >
  • "Loyal to Whom? Recent Delaware Decisions Clarify Common Stockholders Are Primary Beneficiaries of Directors' Fiduciary Duties," Deal Lawyers, May-June 2010   View >

Presentations

  • "The Delaware Seminar Series," Moderator, May 12, 2016
  • "Cognitive Bias in the Boardroom," Panelist and Moderator, ABA Business Law Section, April 7, 2016
  • "Governance Regulations Under Dodd-Frank," Panelist, ABA Business Law Section, September 11, 2014
  • "Trends in Merger Litigation 2013: Corporate, Litigation, and Judicial Perspectives," March 5, 2013
  • "Hot Issues in Executive Compensation 2011," April 19, 2011
  • "Balancing Allegiances in the Boardroom," November 4, 2010

Awards

  • Chambers USA, 2016, 2015, 2014, 2013, 2012, 2011, 2010
  • Benchmark Litigation, 2016, 2015, 2014, 2013, 2012
  • Benchmark Top 250 Women in Litigation, 2016, 2015, 2014, 2013
  • The Legal 500 United States, 2016
  • The Best Lawyers in America, 2017, 2016, 2015, 2014, 2013
  • Super Lawyers, 2016, 2015, 2014, 2013

Leadership

  • American Bar Association, Business Law Section, Contractual Governance of Business Entities Joint Task Force, Founding Co-Chair
  • American Bar Association, Business Law Section, Corporate Governance Committee, Governance of Private and Family-Controlled Entities Subcommittee Co-Chair
  • Delaware Museum of Natural History, Trustee 2008-2011, 2013-present

Education

  • J.D., with distinction, Stanford Law School, 1994
  • B.S.F.S., magna cum laude, Georgetown University, 1991

Admitted to Practice

  • Delaware, 1994

Pro Bono Activities

  • Mothers2Mothers International, Inc., 2008-2013
  • Guardian ad Litem, Office of the Child Advocate, 2006-2015

Experience

  • Co-lead counsel for plaintiff bondholder in Quadrant Structured Products Corp. v. Vertin, et al., the first trial of a creditor derivative action in the Court of Chancery since the Delaware Supreme Court’s Gheewalla decision confirmed creditor derivative standing; after trial, defendants made a multimillion-dollar payment to partially moot plaintiff’s claims
  • Counsel for JPMorgan Chase & Co. and certain of its directors and officers in derivative actions in the Court of Chancery and the Delaware Supreme Court and related books and records proceedings
  • Successfully negotiated a comprehensive resolution of internal control disputes between co-founders of a leading venture capital investment fund
  • Represented a corporation in Section 205 proceedings to validate defective stock issuances
  • Defended the conflicts committee of a master limited partnership in litigation in the Court of Chancery and Delaware Supreme Court
  • Defended boards of numerous public companies in class action litigation challenging mergers and acquisitions, including through expedited applications for preliminary injunctions, post-closing litigation and appraisal proceedings
  • Represented News Corp. and its directors in derivative litigation arising from the U.K. phone-hacking scandal
  • Defended the founder and CEO of Craigslist through trial in litigation arising from eBay’s investment in Craigslist
  • Advised special litigation committees in connection with stock-option backdating investigations and related litigation
  • Represented a privately held asset management company in litigation that successfully confirmed the validity of its stock transfer restrictions
  • Represented a large family-controlled corporation and certain shareholders in litigation; successfully petitioned for appointment of a custodian and negotiated corporate governance changes to permanently resolve a long-standing shareholder deadlock situation
  • Testified as an expert witness on Delaware corporate and commercial law issues in litigation in the Republic of Chile

Education

  • J.D., with distinction, Stanford Law School, 1994
  • B.S.F.S., magna cum laude, Georgetown University, 1991

Publications

  • "Proxy Access by Private Ordering: A Review of the 2012 and 2013 Proxy Seasons," The Business Lawyer, November 2013   View >
  • "Mitigating Financial Adviser Conflicts With Second Adviser," Delaware Business Court Insider, August 28, 2013   View >
  • "What To Do About Informational Conflicts Involving Designated Directors," The Practical Lawyer, April 2011   View >
  • "Loyal to Whom? Recent Delaware Decisions Clarify Common Stockholders Are Primary Beneficiaries of Directors' Fiduciary Duties," Deal Lawyers, May-June 2010   View >

Presentations

  • "The Delaware Seminar Series," Moderator, May 12, 2016
  • "Cognitive Bias in the Boardroom," Panelist and Moderator, ABA Business Law Section, April 7, 2016
  • "Governance Regulations Under Dodd-Frank," Panelist, ABA Business Law Section, September 11, 2014
  • "Trends in Merger Litigation 2013: Corporate, Litigation, and Judicial Perspectives," March 5, 2013
  • "Hot Issues in Executive Compensation 2011," April 19, 2011
  • "Balancing Allegiances in the Boardroom," November 4, 2010

Awards

  • Chambers USA, 2016, 2015, 2014, 2013, 2012, 2011, 2010
  • Benchmark Litigation, 2016, 2015, 2014, 2013, 2012
  • Benchmark Top 250 Women in Litigation, 2016, 2015, 2014, 2013
  • The Legal 500 United States, 2016
  • The Best Lawyers in America, 2017, 2016, 2015, 2014, 2013
  • Super Lawyers, 2016, 2015, 2014, 2013

Leadership

  • American Bar Association, Business Law Section, Contractual Governance of Business Entities Joint Task Force, Founding Co-Chair
  • American Bar Association, Business Law Section, Corporate Governance Committee, Governance of Private and Family-Controlled Entities Subcommittee Co-Chair
  • Delaware Museum of Natural History, Trustee 2008-2011, 2013-present