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.
PRACTICES
Investigative & Demand Committees
Corporate & Chancery Litigation
Mergers & Acquisitions
Clerkships
- Wolcott Clerk, The Honorable Myron T. Steele, Chief Justice of the Delaware Supreme Court
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
- Widener University School of Law, J.D., magna cum laude, 2009
The Delaware Journal of Corporate Law, Editor-in-Chief - Temple University, B.A., cum laude, 2006
Education
Publications
Richards Layton and Cyrulnik Fattaruso Team Secures Post-Trial Entire Fairness Victory
October 3, 2023
WILMINGTON, Delaware (October 03, 2023) – Richards, Layton & Finger, P.A. along with co-counsel Cyrulnik Fattaruso LLP achieved a significant victory in the Delaware Court of Chancery today for clients IDT Corporation, Howard Jonas, and the Patrick Henry Trust, with the Court rejecting class action claims asserted by a former stockholder of Straight Path Communications Inc. seeking…
Court of Chancery Preliminarily Enjoins Complete Genomics Acquisition
Delaware Business Court Insider | November 28, 2012
In In re Complete Genomics Shareholder Litigation, a recent decision by Vice Chancellor J. Travis Laster, the Court of Chancery preliminarily enjoined BGI-Shenzhen’s acquisition of Complete Genomics Inc. pending supplemental disclosures concerning (1) discussions between the company’s CEO and BGI’s CEO regarding post-transaction employment and (2) clarification of inaccurately described and ambiguous provisions of the merger agreement.
Court of Chancery Clarifies the Reach of Revlon in Mixed Consideration Deals
The M&A Lawyer | June 2011
Despite the abundance of case law, whether Revlon applies in any given case remains the subject of much debate. While the Delaware Supreme Court has not had occasion to address the issue, the Delaware Court of Chancery is beginning to apply Revlon’s heightened reasonableness review more frequently in mixed-consideration transactions.
Recognition
- Chambers USA, 2024, 2023
- The Legal 500, 2024, 2023
- The Best Lawyers in America, since 2019
- Benchmark Litigation, since 2018
- Super Lawyers, since 2017
- Delaware Today Top Lawyer, 2024, 2022
Bar Admissions
- United States District Court, District of Delaware, 2010
- Delaware, 2009