Catherine G. Dearlove

Catherine G. Dearlove focuses her practice on representing Delaware corporations, their directors and other constituencies in corporate litigation, including shareholder class actions and derivative suits, contested shareholder elections, contested mergers and acquisitions, and similar matters. A director in the Corporate Department, Catherine also regularly counsels Delaware corporations and their directors on corporate governance and fiduciary duty issues. Her clients include large publicly traded and privately held corporations as well as smaller, emerging-growth companies.

In addition, Catherine has represented special committees formed to conduct internal corporate investigations, including stock option backdating investigations. She has advised special committees charged with considering mergers or other fundamental corporate transactions, as well as audit and compensation committees.

Catherine has published articles relating to corporate governance in a number of journals, including the University of Miami Business Law Review and the Stanford Journal of Law Business and Finance, and has lectured on corporate law and governance issues.

• Represented the special committee of a Fortune 500 company in connection with a stock-option backdating investigation and related litigation.
• Represented the board of directors and management of a privately held real estate organization in expedited corporate control litigation.
• Represented a privately held asset management company in litigation that confirmed the validity of transfer restrictions on the company's capital stock.
• Represented shareholders of a large privately held family corporation in litigation that resolved a long-standing shareholder deadlock.
• Testified as an expert witness on Delaware corporate and commercial law issues in litigation pending in the Republic of Chile.

• Trustee, Delaware Museum of Natural History
• Member, American Bar Association, Business Law and Litigation Sections
• Member, Delaware State Bar Association, Business Law and Litigation Sections

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

• Chambers USA, 2010