Delaware Practice

Our partners regularly appear in the Delaware Court of Chancery, one of the nation’s most common forums for complex commercial litigation, corporate governance matters, and M&A litigation. Our partners have handled some of the highest profile cases filed in that forum in the last decade, including Twitter v. Musk, the headline-grabbing dispute between Elon Musk and Twitter over his acquisition of the company, and AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC, a $6 billion dollar busted deal dispute over whether Mirae could terminate its acquisition of a series of 15 luxury hotels in the wake of the pandemic. In addition to the Delaware Court of Chancery, our partners also have extensive experience litigating in the Delaware Superior Court and the Delaware Supreme Court. We are seasoned litigators, schooled in the culture and practice of the Delaware courts, and we bring a sophisticated and aggressive approach to litigating disputes in Delaware.

We specialize in helping our clients successfully navigate and leverage the often fast-paced procedures of the Delaware courts, including expedited trials and preliminary injunction hearings. As a litigation-only firm, we also regularly consult with in-house counsel and corporate counsel to devise strategies for prospective Delaware-related disputes before litigation formally begins.

Representative Matters:

  • Won a landmark $1 billion settlement—the largest cash settlement in Delaware history—on behalf of a class of former minority shareholders of Dell Technologies Inc. whose shares were repurchased in a December 2018 transaction for a combination of cash and Class C Dell shares while the company was controlled by Michael Dell and Silver Lake Partners. We alleged that the transaction, as orchestrated by the company’s controller, was not fair to the minority shareholder in dealing nor fair in price. On the eve of trial in the Delaware Court of Chancery, we obtained the settlement, which Vice Chancellor Laster described as a “real and unprecedented result for the class.”
  • Won a trial victory in the Delaware Court of Chancery in KCake v. Snow Phipps, a busted-deal case in which private equity buyer Kohlberg & Co. sought to terminate its $600 million agreement to purchase a cake decorating business from private equity seller Snow Phipps. Following a nine-day trial, the Court compelled Kohlberg & Co. to close the deal despite the lapse of its financing, ruling that Kohlberg had caused the failure of its financing and could not use that basis to excuse it from closing. This precedent-setting case established new law on the prevention doctrine.
  • Won a trial victory after a one-week bench trial in the Delaware Court of Chancery in the first COVID-era busted deal case in which the client sought to walk away from a $6 billion deal. In addition to being released from deal, the client obtained a full recovery of its $600 million+ deposit and was awarded its full attorneys’ fees and costs. Affirmed on appeal by the Delaware Supreme Court in an opinion setting the precedent on ordinary course covenants in deal documents. 
  • Won a trial victory after a one-week trial in the Delaware Court of Chancery on behalf of Athilon Capital Corp. and its board of directors in Quadrant v. Vertin, defeating claims seeking hundreds of millions of dollars as well as a court order that would have forced our client to liquidate its assets and shutter its business. In its post-trial decision, the Court denied all the relief sought and allowed Athilon to carry out the long-term business strategy that Quadrant had challenged at trial. This trial victory was described in the press as a “resounding win” in a “literal bet-the-company case” that set precedent in Delaware concerning the test for legal insolvency, which was affirmed by the Delaware Supreme Court.
  • Won a trial victory after a six-day trial in the Delaware Court of Chancery on behalf of Crestview Partners against billionaire William Koch, defeating fiduciary duty claims and enforcing Crestview’s contractual put and exit-sale rights in connection with Crestview’s investment in Oxbow Carbon.
  • Won an appellate victory for Express Scripts and United BioSource Corp. in an $80 million dispute pending in the Delaware Superior Court involving the sale of a healthcare business to private equity firm Parthenon Capital Partners. The case has become a leading precedent on the intent requirement for fraudulent inducement claims in Delaware.
  • Represented Elon Musk in the highly-publicized action brought by Twitter Inc. in the Delaware Court of Chancery seeking to specifically enforce Musk’s agreement to purchase the company. Musk counterclaimed, asserting numerous claims including fraud, breaches of the representations and warranties in the purchase agreement, and the failure of certain covenants. Following significant pre-trial proceedings, the parties settled on the eve of trial.
  • Represented a leading multinational petrochemical company in an action in the Delaware Court of Chancery alleging that the controller breached its fiduciary duties by engaging in an allegedly unfair transaction that resulted in the dilution of minority members. The matter settled favorably on the brink of trial.
  • Represented Bausch against the former CEO of Salix in a dispute concerning the termination of the CEO’s unvested compensation, which resulted in a confidential settlement on the eve of trial.
  • Represented affiliates of the Heyman family, adverse to Ashland, Inc., in a dispute arising out of the $3.2 billion sale of chemical manufacturer International Specialty Products.
  • Represented a major private equity fund pre-litigation in a dispute regarding the corporate controller’s breach of fiduciary duties and a stockholder agreement based on a highly dilutive and unfair recapitalization. Successfully settled the dispute pre-litigation reversing nearly all of the dilution.
  • Represented the founder of Vinmar and a synthetic rubber company in a breach of contract and corporate governance dispute in the Delaware Court of Chancery asserting that the board breached fiduciary duties and unfairly diluted minority investors. Following several successful discovery motions and depositions of the plaintiffs’ key witnesses, the matter settled on favorable terms for the clients.
  • Represented the stockholders of AGNC Investment Corp. (f/k/a American Capital Agency Corp.), a real estate investment trust, in the Delaware Court of Chancery, in a derivative action against the directors and officers of the company, alleging claims of breach of fiduciary duty in connection with the handling of the company’s management functions. The matter settled for a $33.5 million cash settlement.