Gregory V. Varallo

Director, President

302.651.7772
302.498.7701 (fax)
varallo@rlf.com

Gregory Varallo is the president of the firm.  He focuses his practice on complex corporate and business litigation, arbitration, corporate governance, and corporate transactions. Greg has litigated numerous complex business disputes in the Delaware courts and has appeared on behalf of the firm's clients in state and federal courts throughout the United States.  He has co-taught classes at NYU School of Law, the University of Pennsylvania Law School, and Harvard Law School.

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Select Experience

  • Lead counsel for News Corp. and its board in settlement of derivative litigation arising from hacking scandal
  • Lead trial and appellate counsel for Goldman Sachs Group in connection with challenge to worldwide compensation in In Re Goldman Sachs Group, Inc., Shs. Litig., Del, Ch., C.A. No. 5215-VCG (Oct. 12, 2011), aff’d., No. 608, 2011 (Del. May 3, 2012)
  • Lead counsel in first confidential Chancery arbitration matters
View Experience >

Gregory Varallo is president of the firm.  He focuses his practice on complex corporate and business litigation, arbitration, corporate governance, and corporate transactions. Greg has litigated numerous complex business disputes in the Delaware courts, and has appeared on behalf of the firm's clients in state and federal courts throughout the United States.  He has co-taught classes at NYU School of Law, the University of Pennsylvania Law School, and Harvard Law School.  

As a member of a task force led by Delaware’s Chief Justice Strine, Greg was actively involved in drafting the Delaware Rapid Arbitration Act, a new, specialized arbitration statute that was signed into law in 2015.  He is also a certified mediator with the Delaware Superior Court and has completed the court’s advanced mediation training.

The Legal 500, a respected directory that identifies the world's foremost law firms and lawyers, noted in its 2015 rankings that Greg is "brilliant, hardworking and responsive to client needs" as well as an "effective communicator and fun to work with." Greg has been published in The Business Lawyer, The Securities Regulation Law Journal, M&A Lawyer, Corporate Governance Advisor, Insights, and Business Law Today. He is co-author of The Practitioner's Guide to the Delaware Rapid Arbitration ActSpecial Committees: Law and Practice, and Fundamentals of Corporate Governance. Greg has been a panelist at the annual Securities Regulation Law Institute (PLI), as well as various PLI, ABA, and other programs and institutes.

Experience

Significant matters in which Greg has served as lead counsel or co-lead counsel include:

  • Lead counsel for News Corp. and its board in settlement of derivative litigation arising from hacking scandal
  • Lead trial and appellate counsel for Goldman Sachs Group in connection with challenge to worldwide compensation in In Re Goldman Sachs Group, Inc., Shs. Litig., Del, Ch., C.A. No. 5215-VCG (Oct. 12, 2011), aff’d., No. 608, 2011 (Del. May 3, 2012)
  • Lead counsel in first confidential Chancery arbitrations
  • Lead counsel for the tobacco industry in Delaware in connection with the entry of the landmark consent decree between that industry and the state attorneys general
  • Lead counsel in PL Capital, LLC v. Central Bancorp, Inc., No. 03-0554 BLS, Van Gestle, J. (Mass. Super. June 30, 2003), in which the client succeeded in enjoining and then defeating the first attempted use of the "poison pill" or stockholder rights plan against a stockholder
  • Lead counsel in Frontier v. Holly, 2005 WL 1039027 (Del. Ch.), where the court concluded that the filing of mass tort litigation in California was not a "material adverse effect" under a merger agreement
  • Teleglobe v. BCE, Inc., Adv. Pro. No. 04-53733 (MFW), mediated settlement for client after five years of litigation in the federal courts resulting in $40 million cash and more than $500 million in claims waived
  • Selectica, Inc. v. Versata Enterprises, Inc. and Trilogy, Inc., 2010 WL 703062 (Del. Ch. Feb. 26, 2010), aff'd, 5 A.3d 586 (Del. Oct. 4, 2010), successful lead trial and appellate counsel in case involving first actual use of poison pill rights plan

Publications

Books

  • Special Committees: Law and Practice, LexisNexis, June 25, 2014   View >
  • Contributor, ABA Handbook for the Conduct of Shareholders' Meetings (First and Second Editions), 2010   View >
  • Co-author, Fundamentals of Corporate Governance – A Guide for Directors and Corporate Counsel (Second Edition), 2009   View >

Articles

  • The Practitioner's Guide to the Delaware Rapid Arbitration Act, December 2015   View >
  • "The Delaware Rapid Arbitration Act: 5 Considerations for a Practitioner," The Temple 10-Q, August 7, 2015   View >
  • "Proceedings of the 2014 Delaware Business Law Forum: Director-Centric Governance in the Golden Age of Shareholder Activism," The Business Lawyer, Summer 2015   View >
  • "Delaware Innovates to Create a World-Class Arbitration Regime," The Harvard Law School Forum on Corporate Governance and Financial Regulation, March 19, 2015   View >
  • "Preserving a Seller's Attorney-Client Privilege After Great Hill," Delaware Business Court Insider, January 2, 2014   View >
  • "Chancery Arbitrations after Year One: Annotated New Form," ABA, August 16, 2012   View >
  • "The Wheels Are Falling Off the Privilege Bus: What Deal Lawyers Need to Know to Avoid the Crash," The Business Lawyer, August 2011   View >
  • "Arbitration in the Delaware Court of Chancery," Insights, July 2011   View >
  • "Delaware Supreme Court Sanctions Use of 4.99 Percent NOL Poison Pill Using 'Unocal' Analysis, as Modified by 'Unitrin'," BNA's Corporate Counsel Weekly, October 13, 2010   View >
  • "Selectica, Inc. v. Versata Enterprises, Inc.: A Case Study on the Use (and Usefulness) of Experts in Delaware Corporate Litigation," ABA, August, 2010   View >
  • "Deal Protection Devices Enforced in the Delaware Court of Chancery," Insights, March 2010   View >
  • "Lessons from the Meltdown: Remedies," Deal Lawyers, March-April 2009   View >
  • "Lessons from the Meltdown: MAE Clauses," Deal Lawyers, Jan-Feb 2009   View >
  • "Lessons from the Meltdown: Reverse Termination Fees," Deal Lawyers, November 2008   View >
  • "Stormy Weather --Time to Prepare for a Potential Proxy Contest," Journal of Securities Law, Regulation & Compliance, October 2008   View >

Presentations

  • "2016 Corporate Counsel CLE Seminar," February 11, 2016
  • "PLI's Mergers & Acquisitions 2016: Trends and Developments," January 15, 2016
  • "Delaware Rapid Arbitration Act," October 14, 2015   View >
  • "Running a Case: What Law School Doesn't Teach Lawyers About Case Management," April 17, 2015
  • "Testimony before the Delaware Senate Judiciary Committee regarding the Delaware Rapid Arbitration Act," March 25, 2015
  • "Testimony before the Delaware House Judiciary Committee regarding the Delaware Rapid Arbitration Act," March 17, 2015
  • "Documenting the Deal: What is the State of the Art and Does it Make Sense?," February 3, 2015
  • "Harvard Law School's Program on Corporate Governance," October 28, 2014
  • "Law360: ATP Tour, Inc. v. Deutscher Tennis Bund ," June 24, 2014   View >
  • "Trends in M&A Deal Terms and Tactics," The Deal, February 26, 2014
  • "ABA Business Law Section Spring Meeting," April 4, 2013
  • "Commercial Arbitration: Advancing and Refining the ADR Process," March 8, 2013
  • "PLI's 44th Annual Securities Regulation Institute," November 7, 2012
  • "2012 ABA Business Law Section Spring Meeting," March 22, 2012
  • "PLI's 43rd Annual Securities Regulation Insitute," November 9, 2011
  • "Delaware Corporate Law Webinar," November 2011   View >
  • "2011 Annual Corporate Governance Conference," November 4, 2011
  • "Leadership Fights and Multi-Jurisdictional Gamesmanship in Deal Litigation," June 2, 2011
  • "The Seminar Group's Private Equity Conference," May 18, 2011
  • "Mergers & Acquisitions 2011 Committee Meeting," January 28, 2011
  • "Corporate Roundtable: Hedge Funds," December 10, 2010
  • "PLI's 42nd Annual Institute on Securities Regulation," November 10, 2010
  • "Delaware Corporate Law Webinar [Audio only]
    Versata Enterprises, Inc and Trilogy, Inc. v. Selectica, Inc.," October 19, 2010   View >
  • "State Capital Group's 2010 Annual Meeting," September 30, 2010
  • "American Bar Association's 2010 Annual Meeting," August 5, 2010
  • "Compensation Committees 2010: Performing in the Spotlight," June 29, 2010

Awards

  • American College of Governance Counsel, Fellow
  • Litigation Counsel of America, Fellow
  • Salzburg Global Seminar, Corporate Governance, Fellow, 2016
  • Chambers USA
  • Benchmark Litigation
  • The Legal 500 United States
  • The Best Lawyers in America
  • Delaware Today Top Lawyer
  • Lawdragon
  • Super Lawyers
  • Who’s Who Legal

Leadership

  • Delaware Supreme Court Rules Committee
  • American College of Governance Counsel, Founding Trustee, Vice President and Secretary
  • American Bar Association, Delaware Business Law Forum, Co-Chair
  • American Bar Association, Subcommittee on Corporate Counseling and Litigation, Past Chair
  • American Bar Association, Task Force on Litigation Reform and Rules Revision, Past Co-Chair
  • American Bar Association, Task Force on Stockholder Meetings
  • The Business Lawyer, Editorial Advisory Board, Past Member
  • The Ministry of Caring, Inc., Board of Directors, Vice President 

Education

  • J.D., Temple University School of Law, President, Moot Court, 1983
  • B.A., University of Pennsylvania, 1980

Admitted to Practice

  • Delaware
  • United States Court of Appeals Second Circuit
  • United States Court of Appeals Third Circuit
  • United States Court of Appeals Fifth Circuit
  • Certified Superior Court Mediator

Experience

Significant matters in which Greg has served as lead counsel or co-lead counsel include:

  • Lead counsel for News Corp. and its board in settlement of derivative litigation arising from hacking scandal
  • Lead trial and appellate counsel for Goldman Sachs Group in connection with challenge to worldwide compensation in In Re Goldman Sachs Group, Inc., Shs. Litig., Del, Ch., C.A. No. 5215-VCG (Oct. 12, 2011), aff’d., No. 608, 2011 (Del. May 3, 2012)
  • Lead counsel in first confidential Chancery arbitrations
  • Lead counsel for the tobacco industry in Delaware in connection with the entry of the landmark consent decree between that industry and the state attorneys general
  • Lead counsel in PL Capital, LLC v. Central Bancorp, Inc., No. 03-0554 BLS, Van Gestle, J. (Mass. Super. June 30, 2003), in which the client succeeded in enjoining and then defeating the first attempted use of the "poison pill" or stockholder rights plan against a stockholder
  • Lead counsel in Frontier v. Holly, 2005 WL 1039027 (Del. Ch.), where the court concluded that the filing of mass tort litigation in California was not a "material adverse effect" under a merger agreement
  • Teleglobe v. BCE, Inc., Adv. Pro. No. 04-53733 (MFW), mediated settlement for client after five years of litigation in the federal courts resulting in $40 million cash and more than $500 million in claims waived
  • Selectica, Inc. v. Versata Enterprises, Inc. and Trilogy, Inc., 2010 WL 703062 (Del. Ch. Feb. 26, 2010), aff'd, 5 A.3d 586 (Del. Oct. 4, 2010), successful lead trial and appellate counsel in case involving first actual use of poison pill rights plan

Education

  • J.D., Temple University School of Law, President, Moot Court, 1983
  • B.A., University of Pennsylvania, 1980

Publications

Books

  • Special Committees: Law and Practice, LexisNexis, June 25, 2014   View >
  • Contributor, ABA Handbook for the Conduct of Shareholders' Meetings (First and Second Editions), 2010   View >
  • Co-author, Fundamentals of Corporate Governance – A Guide for Directors and Corporate Counsel (Second Edition), 2009   View >

Articles

  • The Practitioner's Guide to the Delaware Rapid Arbitration Act, December 2015   View >
  • "The Delaware Rapid Arbitration Act: 5 Considerations for a Practitioner," The Temple 10-Q, August 7, 2015   View >
  • "Proceedings of the 2014 Delaware Business Law Forum: Director-Centric Governance in the Golden Age of Shareholder Activism," The Business Lawyer, Summer 2015   View >
  • "Delaware Innovates to Create a World-Class Arbitration Regime," The Harvard Law School Forum on Corporate Governance and Financial Regulation, March 19, 2015   View >
  • "Preserving a Seller's Attorney-Client Privilege After Great Hill," Delaware Business Court Insider, January 2, 2014   View >
  • "Chancery Arbitrations after Year One: Annotated New Form," ABA, August 16, 2012   View >
  • "The Wheels Are Falling Off the Privilege Bus: What Deal Lawyers Need to Know to Avoid the Crash," The Business Lawyer, August 2011   View >
  • "Arbitration in the Delaware Court of Chancery," Insights, July 2011   View >
  • "Delaware Supreme Court Sanctions Use of 4.99 Percent NOL Poison Pill Using 'Unocal' Analysis, as Modified by 'Unitrin'," BNA's Corporate Counsel Weekly, October 13, 2010   View >
  • "Selectica, Inc. v. Versata Enterprises, Inc.: A Case Study on the Use (and Usefulness) of Experts in Delaware Corporate Litigation," ABA, August, 2010   View >
  • "Deal Protection Devices Enforced in the Delaware Court of Chancery," Insights, March 2010   View >
  • "Lessons from the Meltdown: Remedies," Deal Lawyers, March-April 2009   View >
  • "Lessons from the Meltdown: MAE Clauses," Deal Lawyers, Jan-Feb 2009   View >
  • "Lessons from the Meltdown: Reverse Termination Fees," Deal Lawyers, November 2008   View >
  • "Stormy Weather --Time to Prepare for a Potential Proxy Contest," Journal of Securities Law, Regulation & Compliance, October 2008   View >

Presentations

  • "2016 Corporate Counsel CLE Seminar," February 11, 2016
  • "PLI's Mergers & Acquisitions 2016: Trends and Developments," January 15, 2016
  • "Delaware Rapid Arbitration Act," October 14, 2015   View >
  • "Running a Case: What Law School Doesn't Teach Lawyers About Case Management," April 17, 2015
  • "Testimony before the Delaware Senate Judiciary Committee regarding the Delaware Rapid Arbitration Act," March 25, 2015
  • "Testimony before the Delaware House Judiciary Committee regarding the Delaware Rapid Arbitration Act," March 17, 2015
  • "Documenting the Deal: What is the State of the Art and Does it Make Sense?," February 3, 2015
  • "Harvard Law School's Program on Corporate Governance," October 28, 2014
  • "Law360: ATP Tour, Inc. v. Deutscher Tennis Bund ," June 24, 2014   View >
  • "Trends in M&A Deal Terms and Tactics," The Deal, February 26, 2014
  • "ABA Business Law Section Spring Meeting," April 4, 2013
  • "Commercial Arbitration: Advancing and Refining the ADR Process," March 8, 2013
  • "PLI's 44th Annual Securities Regulation Institute," November 7, 2012
  • "2012 ABA Business Law Section Spring Meeting," March 22, 2012
  • "PLI's 43rd Annual Securities Regulation Insitute," November 9, 2011
  • "Delaware Corporate Law Webinar," November 2011   View >
  • "2011 Annual Corporate Governance Conference," November 4, 2011
  • "Leadership Fights and Multi-Jurisdictional Gamesmanship in Deal Litigation," June 2, 2011
  • "The Seminar Group's Private Equity Conference," May 18, 2011
  • "Mergers & Acquisitions 2011 Committee Meeting," January 28, 2011
  • "Corporate Roundtable: Hedge Funds," December 10, 2010
  • "PLI's 42nd Annual Institute on Securities Regulation," November 10, 2010
  • "Delaware Corporate Law Webinar [Audio only]
    Versata Enterprises, Inc and Trilogy, Inc. v. Selectica, Inc.," October 19, 2010   View >
  • "State Capital Group's 2010 Annual Meeting," September 30, 2010
  • "American Bar Association's 2010 Annual Meeting," August 5, 2010
  • "Compensation Committees 2010: Performing in the Spotlight," June 29, 2010

Awards

  • American College of Governance Counsel, Fellow
  • Litigation Counsel of America, Fellow
  • Salzburg Global Seminar, Corporate Governance, Fellow, 2016
  • Chambers USA
  • Benchmark Litigation
  • The Legal 500 United States
  • The Best Lawyers in America
  • Delaware Today Top Lawyer
  • Lawdragon
  • Super Lawyers
  • Who’s Who Legal

Leadership

  • Delaware Supreme Court Rules Committee
  • American College of Governance Counsel, Founding Trustee, Vice President and Secretary
  • American Bar Association, Delaware Business Law Forum, Co-Chair
  • American Bar Association, Subcommittee on Corporate Counseling and Litigation, Past Chair
  • American Bar Association, Task Force on Litigation Reform and Rules Revision, Past Co-Chair
  • American Bar Association, Task Force on Stockholder Meetings
  • The Business Lawyer, Editorial Advisory Board, Past Member
  • The Ministry of Caring, Inc., Board of Directors, Vice President