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Commercial Disputes: Delaware Litigation

Globally regarded as the corporate capital of the world, the state of Delaware is the domicile of choice for more than half of publicly traded and Fortune 500 companies registered in the United States. Delaware is also widely respected as a forum for resolving all types of business disputes.

The judiciary, in particular, the Delaware Court of Chancery, is recognized internationally as the preeminent body for the resolution of disputes involving the internal affairs of Delaware business entities, while the Delaware Superior Court regularly handles all facets of commercial and contract disputes involving companies both large and small.

The federal judiciary in Delaware enjoys a similar status as a preferred forum for the resolution of patent disputes and is the choice for companies seeking protection under the Bankruptcy Act.

Regularly appearing before all Delaware trial and appellate courts, the litigators in our Wilmington office have practical insights into the procedures and personalities of Delaware’s courts and jurists. By knowing the range of available remedies, we possess the knowledge necessary to identify and pursue the litigation strategy most aligned with our clients’ business objectives.

Litigation is not the answer to every dispute, but when conflict is unavoidable, we help clients across the globe with their “must win” disputes in Delaware.

Securities and Transactional Litigation 

The lawyers in our Wilmington office have extensive experience in providing corporate counseling and litigation services in connection with Delaware corporations. This includes counseling directors, officers, and other fiduciaries on their responsibilities under the exacting standards of Delaware law. When litigation is necessary, we represent corporations and directors with lawsuits involving class and derivative actions, as well as direct shareholder suits asserting breaches of fiduciary duty.

Complementing our Corporate Governance practice, we have extensive experience litigating claims under federal and state securities laws, claims arising out of mergers and acquisitions, and other transactions. Our securities experience encompasses litigation relating to initial public offerings and other capital market financing, public and private merger and acquisition deals, investment company activities, and corporate governance matters.

Our in-depth corporate and fiduciary litigation experience includes:

  • Prosecution and defense of class and derivative actions to recover damages for self-dealing and breach of fiduciary duty.
  • Prosecution and defense of books and records actions.
  • Prosecution and defense of appraisal claims.
  • Prosecution and defense of claims for advancement and indemnification.
  • Dissolution, deadlock, and other claims arising out of “business divorce.”
Special Committees

We regularly represent special committees and are skilled in addressing the tactical and strategic issues that frequently arise in special committee matters. Our lawyers are experienced in advising:

  • Conflict Committees with matters involving acquisitions of assets, potential sale transactions, conversion of partnership interests, Delaware corporate law issues, and buy-out and going-private transactions.
  • Investigative Committees formed to investigate allegations of securities law violations, allegations of excessive executive compensation, fiduciary self-dealing, stock price manipulation, and other alleged breaches of fiduciary duty.
  • Special Litigation Committees formed in response to stockholder derivative litigation or to investigate stockholder demands to institute litigation.
  • Where appropriate, we collaborate fully with company counsel and the committee’s financial advisors to ensure committee members satisfy standards of director conduct and that our clients achieve successful business results.
Contract Litigation

Our lawyers try contract cases on a regular basis in all the Delaware courts and nationwide. Delaware law regularly governs the terms of commercial arrangements and has developed into a form of national contract law. Numerous studies, including those by the American Bar Association and Harvard Law School, confirmed that Delaware is overwhelmingly chosen as the preferred choice of law and forum for commercial contracts and merger agreements. When disputes related to these agreements arise, the parties often find themselves in Delaware and retaining our lawyers to protect their rights.

Patent Litigation

As an offshoot of Delaware’s popularity as the preferred jurisdiction for incorporating, the District of Delaware has had a long history of handling complex patent cases dating back to the 1960s. The Delaware federal bench has more experience resolving patent disputes than any other district in the United States, a trend that is sure to continue following the United States Supreme Court decision in T.C. Hartland v. Kraft Foods restricting where patent suits may be filed, in part, to the corporate defendants’ state of incorporation. We have one of the most active and respected intellectual property (IP) litigation practices globally, nationally, and in Delaware. We are steeped in the practice of IP law in Delaware, including particular preferences and procedures of the judges in the District of Delaware. We likewise stay abreast of the Federal Circuit’s constantly changing jurisprudence, International Trade Commission procedures, preliminary and permanent injunction practice, and bench and jury trials. We handle every scale of litigation, from large, complex multijurisdictional matters and bet-the-company confrontations between industry leaders, to litigation involving nonpracticing entities and modest license dispute and piracy matters. Our lawyers represent both plaintiffs and defendants, and tackle some of the most difficult IP matters that emerge in the Delaware District Court.

Restructuring and Insolvency

With a wealth of experience in handling matters before the Delaware Bankruptcy Court, we are able to provide valuable input and guidance to clients when navigating through the bankruptcy process. Our lawyers represent nearly every constituency in the bankruptcy, restructuring, and insolvency process, including lenders, borrowers, debtors, creditors, equity holders, committees, trustees, credit providers, asset purchasers, vendors, landlords, receivers, and other interested parties. We counsel clients in both reorganization and liquidation cases, as well as in out-of-court workouts and debt restructurings. Our experience on both the debtor and creditor side allows us to understand all sides of a problem or opportunity and to structure creative, informed, and practical solutions to protect and advance our clients’ interests. We also have a deep bench of bankruptcy litigators ready to handle contested and litigated matters in chapter 11 cases, including adversary proceedings and preference and fraudulent conveyance actions. Additionally, we regularly represent potential buyers interested in acquiring assets from a debtor through a chapter 11 or chapter 7 sale process. This includes providing guidance in evaluating and acquiring assets from bankruptcy estates and distressed businesses, either through straightforward sales transactions or through a chapter 11 plan. 

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