Chancery / Corporate Litigation

Overview

With more than 30 lawyers fully focused on litigation in the Delaware Court of Chancery, Richards Layton has the largest corporate litigation practice in the state. Our corporate litigators are authorities on the procedures and practices of the Court of Chancery and have been involved in many of the court’s landmark cases involving fiduciary duties, corporate governance, mergers and acquisitions, and other aspects of corporate litigation practice. These ground-breaking representations in corporate matters include well-known cases such as Lyondell, Disney, Mentor Graphics, Caremark, Pure Resources, Emerald Partners, Paramount/QVC, Paramount/Time, Frontier, Unocal, Moran v. Household, Siliconix, Barkan, and Kahn v. Lynch.

With more than 30 lawyers fully focused on litigation in the Delaware Court of Chancery, Richards Layton has the largest corporate litigation practice in the state. Our corporate litigators are authorities on the procedures and practices of the Court of Chancery and have been involved in many of the court’s landmark cases involving fiduciary duties, corporate governance, mergers and acquisitions, and other aspects of corporate litigation practice. These ground-breaking representations in corporate matters include well-known cases such as Lyondell, Disney, Mentor Graphics, Caremark, Pure Resources, Emerald Partners, Paramount/QVC, Paramount/Time, Frontier, Unocal, Moran v. Household, Siliconix, Barkan, and Kahn v. Lynch.

But the firm’s Chancery Court litigation attorneys are not limited to corporate law. Richards Layton also handles a significant number of cases involving Delaware limited liability companies and Delaware limited partnerships. The firm’s Chancery expertise also leads to significant roles in major commercial litigation brought in Delaware’s other courts.

Our corporate litigators consistently earn the highest rankings in prominent legal directories, including Chambers USA, Benchmark, and Lawdragon 500 Leading Lawyers in America.

As they have for decades, our corporate team and alumni remains instrumental in crafting, amending, and adjudicating Delaware’s corporate law and practice:

• Two firm attorneys are members of the governing council of the Corporation Law Section of the Delaware State Bar Association, which annually reviews and recommends changes to the Delaware General Corporation Law.

• Our attorneys serve on the Court of Chancery Rules Committee and the Litigation Rules Committee of the Delaware Supreme Court.

• A Richards Layton director was appointed by the Chancellor of the Court of Chancery to chair the Chancery Court Rules Committee.

• Richards Layton alumni have been appointed to the state and federal judiciary—including the Delaware Court of Chancery, the Third Circuit Court of Appeals, the U.S. District Court, and Chief Justice of the Delaware Supreme Court.

Directors

Thomas A. Beck
Director
302.651.7742
beck@rlf.com
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C. Malcolm Cochran, IV
Director
302.651.7506
cochran@rlf.com
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Brock E. Czeschin
Director
302.651.7571
czeschin@rlf.com
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Catherine G. Dearlove
Director
302.651.7788
dearlove@rlf.com
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Raymond J. DiCamillo
Director
302.651.7786
dicamillo@rlf.com
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Daniel A. Dreisbach
Director
302.651.7762
dreisbach@rlf.com
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Jesse A. Finkelstein
Director
302.651.7754
finkelstein@rlf.com
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Anne C. Foster
Director
302.651.7744
foster@rlf.com
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John D. Hendershot
Director
302.651.7679
hendershot@rlf.com
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Rudolf Koch
Director
302.651.7721
koch@rlf.com
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Jeffrey L. Moyer
Director
302.651.7525
moyer@rlf.com
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Samuel A. Nolen
Director
302.651.7752
nolen@rlf.com
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Srinivas M. Raju
Director
302.651.7748
raju@rlf.com
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Blake Rohrbacher
Director
302.651.7847
rohrbacher@rlf.com
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Richard P. Rollo
Director
302.651.7846
rollo@rlf.com
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Lisa A. Schmidt
Director
302.651.7763
schmidt@rlf.com
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Gregory V. Varallo
Director
302.651.7772
varallo@rlf.com
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Gregory P. Williams
Director
302.651.7734
williams@rlf.com
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Other Attorneys

Robert L. Burns
Associate
302.651.7618
burns@rlf.com
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Sarah A. Clark
Associate
302.651.7561
sclark@rlf.com
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Elizabeth A. DeFelice
Associate
302.651.7894
defelice@rlf.com
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Ryan P. Durkin
Associate
302.651.7626
durkin@rlf.com
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Sarah A. Galetta
Associate
302.651.7640
galetta@rlf.com
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Kevin M. Gallagher
Associate
302.651.7692
gallagher@rlf.com
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Susan M. Hannigan
Associate
302.651.7578
hannigan@rlf.com
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Brian F. Morris
Associate
302.651.7878
bmorris@rlf.com
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Matthew Murphy
Associate
302.651.7817
murphy@rlf.com
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Andrew J. Peach
Associate
302.651.7864
peach@rlf.com
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Matthew D. Perri
Associate
302.651.7684
perri@rlf.com
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Nicholas R. Rodriguez
Associate
302.651.7750
rodriguez@rlf.com
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Nathaniel J. Stuhlmiller
Associate
302.651.7881
stuhlmiller@rlf.com
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Publications

  • "Federal District Court Holds Delaware's Unclaimed Property Estimation Methods Violate the Constitution," July 6, 2016   View >
  • "Chancery Court Decision Provides Guidance on Multiforum Litigation," Delaware Business Court Insider, May 25, 2016   View >
  • "In re Appraisal of Dell Inc.: Delaware Court of Chancery Provides Guidance on "Dissenting Stockholder" Requirement ," May 12, 2016   View >
  • "Disclaiming Reliance on Extra-Contractual Representations under Delaware Law," Insights, April 2016   View >
  • "2016 Proposed Amendments to the General Corporation Law of the State of Delaware," Insights, April 2016   View >
  • "2016 Amendments to the General Corporation Law of the State of Delaware," March 16, 2016   View >
  • "Amalgamated Bank v. Yahoo! Inc.: Court of Chancery Orders Production of Emails and Other Electronically Stored Documents in Response to Section 220 Demand Relating to Hiring and Termination of Executive," February 25, 2016   View >
  • "In re EZCorp Inc. Consulting Agreement Derivative Litigation: Court of Chancery Applies Entire Fairness Scrutiny to Contract Between Controlling Stockholder and Corporation Despite Approval by Independent Committee," February 25, 2016   View >
  • "In re Trulia, Inc. Stockholder Litigation: Court of Chancery Rejects Disclosure-Only Settlement and Signals New Era of Increased Scrutiny," February 25, 2016   View >
  • "In re Genelux Corporation and In re Baxter International Inc.: Court of Chancery Provides Guidance Regarding the Scope of Section 205 of the DGCL," February 25, 2016   View >
  • "In re El Paso Pipeline Partners, L.P. Derivative Litigation: Court of Chancery Suggests a New Approach to Evaluating Claims that Are Both Direct and Derivative," February 25, 2016   View >
  • "RBC Capital Markets, LLC v. Jervis: Delaware Supreme Court Affirms Liability of Financial Advisor for Aiding and Abetting Breaches of Fiduciary Duty," February 25, 2016   View >
  • "In re Vaalco Energy, Inc. Stockholder Litigation: Court of Chancery Finds that Certificate and Bylaw Provisions Providing that Directors May Be Removed for Cause Only Are Invalid Unless Board Is Classified or Corporation Has Cumulative Voting," February 25, 2016   View >
  • "Corwin v. KKR Financial Holdings LLC: Delaware Supreme Court Affirms Application of Business Judgment Review to Transaction Approved by Fully Informed, Uncoerced Majority of Disinterested Stockholders," February 25, 2016   View >
  • "Recent Delaware Corporate Law Updates," February 25, 2016   View >
  • "The New Paradigm (Burden) Shift: The Business Judgment Rule After KKR," Insights, December 2015   View >
  • "Corwin v. KKR Financial Holdings LLC: Delaware Supreme Court Clarifies that Approval by Fully Informed Vote of Disinterested Stockholders Invokes Business Judgment Rule for Review of Merger," October 2, 2015   View >
  • "Recent Delaware Court of Chancery Opinion Provides Guidance on Advancement and Indemnification," Insights, October 2015   View >
  • "Lazard Technology Partners, LLC v. QinetiQ North America Operations LLC: Delaware Supreme Court Upholds Rejection of Implied Covenant of Good Faith and Fair Dealing Claims on Contractual Provision Employing an Intent Standard," August 6, 2015   View >
  • "Merlin Partners LP v. AutoInfo, Inc. and In re LongPath Capital, LLC v. Ramtron International Corporation: Court of Chancery Defers to Merger Price in Determining Fair Value," August 6, 2015   View >
  • "In re Molycorp, Inc. Shareholder Derivative Litigation: Court of Chancery Dismisses Derivative Action Based on Terms of Registration Rights Agreement," August 6, 2015   View >
  • "Quadrant Structured Products Company, Ltd. v. Vertin: Court of Chancery Holds that Delaware Law Does Not Impose a Continuous Insolvency Requirement for a Creditor to Maintain Derivative Standing," August 6, 2015   View >
  • "Gorman v. Salamone: Court of Chancery Invalidates Bylaw Granting Stockholders the Power to Remove and Replace Officers," August 6, 2015   View >
  • "Recent Delaware Corporate Law Updates," August 6, 2015   View >
  • "Hill International, Inc. v. Opportunity Partners L.P.: Delaware Supreme Court Affirms Court of Chancery's Grant of Mandatory Injunction and Provides Guidance on Drafting Advance Notice Bylaws," July 6, 2015   View >
  • "Delaware Supreme Court Provides Guidance on Drafting Advance Notice Bylaws," Insights, July 2015   View >
  • "Delaware Governor Jack Markell Signs Legislation Amending the Delaware General Corporation Law," June 24, 2015   View >
  • "New Delaware Court of Chancery Opinion Provides Guidance for Director Compensation Practices," Insights, June 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 >
  • "Cornerstone and Zhongpin Reversed: Independent Directors May Be Dismissed Under Exculpatory Provisions Regardless of Standard of Review," May 14, 2015   View >
  • "In re El Paso Pipeline Partners, L.P. Derivative Litigation: Delaware Court of Chancery Awards Damages in a Lawsuit Challenging an MLP Dropdown Transaction," April 20, 2015   View >
  • "Delaware Adopts Rapid Arbitration Act," April 13, 2015   View >
  • "2015 Amendments to the General Corporation Law of the State of Delaware," April 13, 2015   View >
  • "Court Sanctions Forum Selection Arrangements and Confirms Power to Restrict Books and Records Inspections," Insights, March 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 >
  • "The Current State of Fee-Shifting Provisions," March 17, 2015   View >
  • "What Statute of Limitations Applies? The Effect of the Delaware Borrowing Statute on Claims Governed by Foreign Law," Business Law Today, March 2015   View >
  • "Recent Developments in Delaware Corporate Law," Spring 2015   View >
  • "Chancery Court Addresses Aiding and Abetting Claims," Delaware Business Court Insider, February 24, 2015   View >
  • "Quadrant Structured Products Co., Ltd. v. Vertin: Court of Chancery Declines to Extend Contemporaneous Ownership Requirement to Derivative Claims of Creditors and Dismisses Claims Against Board of Directors Related to "Risk-On" Business Strategy," February 17, 2015   View >
  • "In re Comverge, Inc. Shareholders Litigation: Court of Chancery Declines to Dismiss Claims that Termination Fee Together with Bridge Financing Agreement Precluded Alternative Offers," February 17, 2015   View >
  • "Merion Capital LP v. BMC Software, Inc. and In re Appraisal of Ancestry.com, Inc.: Court of Chancery Rejects Challenges to Standing of Appraisal Arbitrageurs to Petition for Appraisal ," February 17, 2015   View >
  • "Recent Delaware Corporate Law Updates," February 17, 2015   View >
  • "Orckit Communications Ltd. v. Networks3 Inc. et al.: Court of Chancery Upholds Provision Providing for Sole Discretion "Not to Be Subject to the Implied Covenant of Good Faith and Fair Dealing"," February 17, 2015   View >
  • "Cigna Health & Life Insurance Company v. Audax Health Solutions, Inc.: Court of Chancery Invalidates Claims Release and Indemnification Provisions in Private Company Merger," February 17, 2015   View >
  • "Cooper Tire & Rubber Company v. Apollo (Mauritius) Holdings Pvt. Ltd.: Court of Chancery Interprets "Ordinary Course" Covenant and Holds that Business Disruption Prevents Merger Target from Complying with Merger Covenants," February 17, 2015   View >
  • "Court of Chancery Addresses Whether a Minority Stockholder Constitutes a Controlling Stockholder at Motion to Dismiss Stage in Recent M&A Cases," February 17, 2015   View >
  • "C&J Energy Services, Inc. v. City of Miami General Employees' and Sanitation Employees' Retirement Trust: Delaware Supreme Court Reverses Entry of Mandatory Preliminary Injunction," December 19, 2014   View >
  • "In re Family Dollar Stores, Inc. Stockholder Litigation: Delaware Court of Chancery Declines to Issue Preliminary Injunction in the Face of a Competing Proposal ," December 19, 2014   View >
  • "Recent Chancery Court Opinions on Ripeness," Delaware Business Court Insider, December 10, 2014   View >
  • "Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP: Court of Chancery Denies Motions to Dismiss Fraud Claims in Private Company Acquisition," December 1, 2014   View >
  • "In re KKR Financial Holdings LLC Shareholder Litigation: Court of Chancery Rejects Controlling-Stockholder Allegations and Dismisses Merger Case Under Business Judgment Rule," October 14, 2014   View >
  • "In re Rural/Metro Corporation Stockholders Litigation: Court of Chancery Assesses Damages in Aiding and Abetting Case against Financial Advisor," October 11, 2014   View >
  • "City of Providence v. First Citizens Bancshares, Inc., et al.: Court of Chancery Upholds Board-Adopted Forum-Selection Bylaw Requiring Intra-Corporate Litigation to Be Brought in a North Carolina Forum," September 8, 2014   View >
  • "Strategic Adoption of Forum-Selection Bylaws," Delaware Business Court Insider, September 3, 2014   View >
  • "Chancery Appoints Liquidating Trustee to Assist With Windup," Delaware Business Court Insider, August 27, 2014   View >
  • "Chancery Dismisses Stockholder Suit Over Expedia CEO Award," Delaware Business Court Insider, July 30, 2014   View >
  • "Delaware Unclaimed Property Update: Secretary of State Voluntary Program Entrance and Resolution Deadlines Extended," July 14, 2014   View >
  • Special Committees: Law and Practice, LexisNexis, June 25, 2014   View >
  • "Proposed Amendments to the DGCL to Limit Applicability Of the Delaware Supreme Court's Holding in 'ATP Tour'," Corporate Counsel Weekly, June 18, 2014   View >
  • "Houseman v. Sagerman: Court of Chancery Concludes that Failure to Obtain a Fairness Opinion Does Not Necessarily Constitute Bad Faith," June 12, 2014   View >
  • "Chen v. Howard-Anderson: Court of Chancery Distinguishes Lyondell and Explains Application of Exculpatory Provisions in Change of Control Cases," June 12, 2014   View >
  • "Recent Delaware Corporate Law Updates," June 12, 2014   View >
  • "ATP Tour, Inc. v. Deutscher Tennis Bund: The Delaware Supreme Court Upholds the Facial Validity of a Fee-Shifting Provision in the Bylaws of a Delaware Nonstock Corporation," June 12, 2014   View >
  • "Hamilton Partners, L.P. v. Highland Capital Management, L.P.: Court of Chancery Considers a 48% Stockholder and Majority Debt Holder a Controlling Stockholder and Declines to Dismiss Class Action Challenging Going-Private Transaction," June 12, 2014   View >
  • "In re Orchard Enterprises: Distinguishing MFW, Court of Chancery Rules That Defendants Must Prove Entire Fairness of Squeeze-Out Merger Notwithstanding Special Committee Negotiation and Majority of the Minority Stockholder Approval," June 12, 2014   View >
  • "In re Answers: Court of Chancery Reaffirms Latitude Granted to a Board with a Majority of Independent and Disinterested Directors in Conducting a Sales Process," June 12, 2014   View >
  • "Chancery Court Decides First Action Under New Section 205," Delaware Business Court Insider, May 7, 2014   View >
  • "Third Point LLC v. Ruprecht: Court of Chancery Denies Preliminary Injunction Against Annual Meeting of Sotheby's Stockholders, Applies Unocal Standard of Review to Contested Stockholder Rights Plan," May 5, 2014   View >
  • "2014 Proposed Amendments to the General Corporation Law of the State of Delaware," Insights, May 2014   View >
  • "Proposed Amendments to the General Corporation Law of the State of Delaware in 2014," April 15, 2014   View >
  • "Considerations in Drafting Board Observer Arrangements," Business Law Today, April 2004   View >
  • "Kahn v. M&F Worldwide Corp.: Delaware Supreme Court Affirms In re MFW, Holds that Controlling Stockholder Buyouts Can Receive Business Judgment Review if Conditioned Ab Initio on Dual Procedural Protections," March 14, 2014   View >
  • "In re Rural Metro Corporation Stockholders Litigation: Court of Chancery Holds Financial Advisor Liable for Aiding and Abetting Breaches of Fiduciary Duty," March 8, 2014   View >
  • "Recent Developments in Delaware Corporate Law," Spring 2014   View >
  • "Restoring Equity: Delaware's Legislative Cure for Defects in Stock Issuances and Other Corporate Acts," The Business Lawyer, February 2014   View >
  • "Preserving a Seller's Attorney-Client Privilege After Great Hill," Delaware Business Court Insider, January 2, 2014   View >
  • "Klaassen v. Allegro: Implementing the Stockholders' Agreement," Delaware Business Court Insider, December 4, 2013   View >
  • "Klaassen v. Allegro Development Corp.: Court of Chancery Upholds Removal of CEO and Determines Composition of Board of Directors," December 2, 2013   View >
  • "In re Morton's Restaurant Group, Inc. S'holders Litig.: Alleged Controlling Stockholder Fits Within Safe Harbor by Sharing Control Premium Pro Rata With Minority Stockholders in Third-Party Deal," December 2, 2013   View >
  • "In re BioClinica: Court of Chancery Dismisses Claims that Well-Shopped Transaction Supported by Allegedly "Weak" Fairness Opinion Constituted Breach of Fiduciary Duty," December 2, 2013   View >
  • "Boilermakers Local 154 Retirement Fund, et al. v. Chevron Corp., et al. and IClub Inv. P'ship v. FedEx Corp., et al.: Appeal of Forum Selection Bylaw Decision Voluntarily Dismissed," December 2, 2013   View >
  • "Viacom International, Inc. v. Winshall: Delaware Supreme Court Reaffirms Judicial Deference to Arbitrator's Decisions on Procedural Arbitrability," December 2, 2013   View >
  • "Activision Blizzard, Inc. v. Hayes: Delaware Supreme Court Holds that Corporation's Purchase of its Own Stock Is Not a "Business Combination" Requiring Stockholder Approval Under Certificate of Incorporation," December 2, 2013   View >
  • "Delaware Coalition for Open Government, Inc. v. Strine, et al.: Third Circuit Holds Court of Chancery's Confidential Arbitration Program Unconstitutional," December 2, 2013   View >
  • "Recent Delaware Corporate Law Updates," December 2, 2013   View >
  • "Court of Chancery Holds that Attorney-Client Privilege Passes to the Surviving Corporation in a Merger," November 15, 2013   View >
  • "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 >
  • "In re Trados Shareholders Litigation: Court of Chancery Finds Decision to Approve Merger Entirely Fair," August 16, 2013   View >
  • "Conclusive Presumption of Good Faith in MLP Agreements," Delaware Business Court Insider, July 3, 2013   View >
  • "Court of Chancery Upholds Forum-Selection Bylaws Under the Delaware General Corporation Law Against Facial Challenge," June 25, 2013   View >
  • "In re Primedia, Inc. Shareholders Litigation: Court of Chancery Addresses Board's Alleged Failure to Obtain Value for a Derivative Claim Extinguished by Merger," June 18, 2013   View >
  • "In re Wayport, Inc. Litigation: Court of Chancery Applies "Special Facts" Standard to Fiduciary Duty Claims Arising out of Stock Purchase Transaction Between Minority Common Stockholder and Preferred Stockholder," June 18, 2013   View >
  • "Pyott v. Louisiana Municipal Police Employees' Retirement System: Delaware Supreme Court Gives Preclusive Effect to Dismissal of Derivative Suit by California Federal Court and Rejects "Fast Filer" Presumption," June 18, 2013   View >
  • "Carsanaro v. Bloodhound Technologies, Inc: Court of Chancery Allows Plaintiffs' Challenge to Venture Capital Preferred Financings to Proceed," June 18, 2013   View >
  • "Recent Delaware Corporate Law Updates," June 18, 2013   View >
  • "In re NYSE Euronext Shareholders Litigation: Court of Chancery Criticizes Recommendation Provision in Merger Agreement," June 18, 2013   View >
  • "Koehler v. NetSpend Holdings, Inc.: Court of Chancery Determines that Board Employed an Unreasonable Process, but Declines to Issue Injunction," June 18, 2013   View >