Overview
Kevin Gallagher is “a great litigator with great judgment” (Chambers USA).
Kevin primarily litigates complex corporate control, corporate governance, contractual, and other commercial disputes in the Delaware Court of Chancery, the Delaware Supreme Court and the federal courts of Delaware. His practice focuses on litigation and advisory matters relating to Delaware business organizations and their fiduciaries.
Kevin’s matters routinely involve disputes arising out of mergers and acquisitions, stockholder class actions, stockholder derivative lawsuits, and disputes among boards of directors and significant stockholders. “An excellent trial practitioner” (Chambers USA), his recent matters also include statutory appraisal proceedings, corporate dissolution matters, advancement proceedings, and books and records actions.
In law school, Kevin served as editor-in-chief of The Delaware Journal of Corporate Law and was the John F. Schmutz Corporate and Business Law Institute Fellow.
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PRACTICES
Corporate & Chancery Litigation
Mergers & Acquisitions
Select Experience
M&A Litigation
- Defended numerous buyers and target boards in mergers and acquisitions litigation
- Represented seller in litigation relating to allegations of breach of material adverse effect and ordinary course provisions
- Represented numerous boards, merger targets and acquirors, and financial advisors in connection with expedited preliminary injunction proceedings
- Represented numerous companies in connection with post-closing fraud, breaches of representations and warranties, and earnout disputes
- Advised public company boards regarding disclosure issues in mergers and acquisitions
Stockholder Class Action and Derivative Litigation
- Defended directors and officers in numerous class action and derivative lawsuits
- Defended numerous financial advisors named as alleged aiders and abettors in class action and derivative lawsuits
- Defended controlling stockholders in class actions and derivative lawsuits
- Represented numerous companies as the nominal defendant in derivative lawsuits
Corporate Control Disputes
- Represented numerous directors and companies in connection with corporate-control disputes
Appraisal Litigation
- Represented numerous public and private companies in appraisal actions
- Represented private company in appraisal action where the Court of Chancery determined after trial that the fair value was less than the merger price
Commercial Disputes
- Successfully defended private company in ownership dispute, invalidating signed agreement
- Represented preferred stockholders and companies in disputes regarding redemption of shares of preferred stock
Books and Records Litigation
- Represented private and public companies responding to books and records demands made by stockholders, directors, members, and partners
Advancement and Indemnification Litigation
- Defended private companies in advancement and indemnification proceedings
Dissolution Proceedings
- Represented companies in dissolution, successfully resolving creditor claims and achieving interim and final distributions for stockholders
Alternative Entity Disputes
- Represented members and managers in limited liability company disputes
- Represented private entities in limited partnership dispute relating to control of the limited partnership
Special Committee Investigations
- Advised numerous special committees formed to investigate allegations of wrongdoing by officers and directors
