ATTORNEYS

Ronald A. Brown, Jr.
Director

Practice Areas

  • Corporate Litigation

RONALD A. (“CHIP”) BROWN, JR. represents investors in trial and appellate litigation involving mergers and acquisitions, corporate governance, and other business transactions.  Mr. Brown acts as lead counsel to individual and corporate clients in many shareholder class actions, appraisal actions, and derivative actions in the Delaware Court of Chancery and Delaware Supreme Court.

Mr. Brown is a member of both the American Bar Association and Delaware State Bar Association.  Within the American Bar Association, he is a member of the Business Law Section; and within the Delaware State Bar Association, Mr. Brown is a member of the Corporation Law and Litigation Sections.

Mr. Brown received his B.S.B.A. from Bucknell University in 1987 and his J.D., cum laude, from Widener University School of Law in 1990. Mr. Brown was an Articles Editor for his law school’s law review, The Delaware Journal of Corporate Law, and has published several articles dealing with corporate law in The Delaware Journal of Corporate Law. Mr. Brown was also a Wolcott Law Clerk to the Honorable Andrew G. T. Moore, II, Justice of the Delaware Supreme Court, during 1989-1990.

REPRESENTATIVE CASES

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Hamilton Partners, L.P. v. BF Enterprises, Inc., et al., Del. Ch., C.A. No. 1615-N, Strine, V.C. (July 6, 2006) (sole counsel for plaintiff in shareholder class action challenging an $8.95 per share going-private reverse/forward stock split transaction; case settled for net payment after fees of an additional $2.39 per share to shareholders previously paid in reverse/forward split).

Berger v. Loring, et al., Del. Ch., C.A. No. 1789-N, Strine, V.C. (June 9, 2006) (sole counsel for plaintiff in shareholder class action challenging a $.55 per share self-tender offer; case settled for a payment of additional $.15 per share to shareholders who tendered into the challenged offer).

Berkowitz v. Alternate Marketing Networks, Inc., et al., Del. Ch., C.A. No. 1925-N, Parsons, V.C. (May 16, 2006) (sole counsel for plaintiff in shareholder class action challenging $.20 per share self-tender; case settled for payment of an additional $.40 per share, or a 200% increase in the tender price).

Berger v. HB Fairview Holdings LLC, Del. Ch., C.A. No. 997-N, Strine, V.C. (Apr. 3, 2006)(sole counsel for plaintiff in shareholder class action challenging $3 per share tender offer; case settled for payment of additional $4 per share after fees to shareholders who previously tendered into $3 per share tender offer).

Tucker, et al. v. Scrushy, et al., 2006 WL 37028 (Ala.Cir.Ct.) (co-lead counsel for plaintiffs in derivative action seeking recovery of compensation paid to former CEO of HealthSouth Corporation; judgment entered for plaintiffs in the amount of $47,828,106 against former CEO).

Homburger v. Engle, et al., Del. Ch., C.A. No. 987-N, Strine, V.C. (May 2, 2005)(lead counsel in shareholder class action challenging a sale of assets by a publicly traded trust to affiliated holder and managing trustee; case settled for payment of additional $750,000 to beneficiaries of the trust).

Lewis v. Engle, Del. Ch., C.A. No. 497, Strine, V.C. (Dec. 29, 2004) (lead counsel in shareholder derivative action challenging purchase of assets from publicly traded trust by managing trustee for $8.3 million; case settled for payment of an additional $1.7 million to trust).

Schwartz v. Folksamerica Holding Co. Inc., Del. Ch., C.A. No. 19941, Chandler, C. (Oct. 7, 2004)(lead counsel in consolidated appraisal and breach of fiduciary duty class action challenging freeze-out merger in which stockholders were paid $.07 per share; case settled for payment of an addition 25.7 cents per share on top of the original $.07 per share merger price).

Erickson v. Centennial Beauregard Cellular LLC, Del. Ch. C.A. No. 18874, Chandler, C. (Oct. 15, 2004)(sole counsel for plaintiff in shareholder class action challenging freeze-out merger; merger price was $1,650 per share; after obtaining judgment as to liability against defendants, case settled for payment of an additional $2,239.35 per share or 136% increase in merger price prior to damages trial).

In re HealthSouth Corp. Shareholders Litig., 845 A.2d 1096 (Del Ch. 2003)(lead counsel for plaintiff in shareholder derivative action challenging HealthSouth’s repurchase of stock from its CEO, Richard Scrushy; obtained personal liability judgment, affirmed on appeal, of approximately $17 million against Scrushy).

Erickson v. Amcell of Vineland Holdings, Inc., Del. Ch., C.A. No. 19099, Jacobs, V.C. (May 12, 2003)(sole counsel for plaintiff in shareholder class action challenging freeze-out merger in which minority stockholders were paid $2,898.65 per share; settled for cash payment of an additional $1,152.89 per share on top of the original merger price).

Young v. Toymax Int’l, Inc., Del. Ch., C.A. No. 19949, Strine, V.C. (April 10, 2003) (lead counsel in shareholder class action challenging short-form merger; case settled for $725,000 cash payable pro-rata to class).

Schelly v. Thermo Electron Corporation, Del. Ch., C.A. No. 19462, Lamb, V.C. (Nov. 6, 2002) (lead counsel in shareholder class action challenging short-form merger; case settled for $1.1 million cash payable pro-rata to members of the class).

Mayfield v. Western Wireless Corporation, Del. Ch., C.A. No. 18717, Strine, V.C. (Oct 21, 2002) (lead counsel for plaintiff in shareholder class action challenging freeze-out merger; cash settlement of approximately $1.1 million).

Mayfield v. WWC License Holding LLC, Del. Ch., C.A. No. 18743, Strine, V.C. (Oct 21, 2002), Tr. at 20 (lead counsel for plaintiff in shareholder class action challenging freeze-out merger; cash settlement of approximately $1 million).

Kolton v. Crown Media Holdings, Inc., Del. Ch., C.A. No. 18949, Noble, V.C. (April 18, 2002)(lead counsel for plaintiff in shareholder derivative action challenging public company’s purchase of assets from its controlling stockholder; settled for return of approximately $5.1 million of stock issued to controlling stockholder).

Erickson v. SBMS Cellular Telecommunications Central Illinois, Inc., Del. Ch., C.A. No. 18856, Jacobs, V.C. (June 27, 2002)(lead counsel for plaintiff in shareholder class action challenging freeze-out merger in which minority stockholders were paid $2,982.75 per share; settled for cash payment of an additional $4,764.10 per share on top of the original merger price (i.e., 160% increase in merger price)).

Addis v. Jones, Del. Ch. C.A. No. 18335, Lamb, V.C. (July 30, 2001)(lead counsel for plaintiff in shareholder class action challenging merger; case settled for $2.064 million cash or $.20 per share on top of original merger price).

Turner v. Bernstein, 776 A.2d 530 (Del. Ch. 2000) (lead counsel for plaintiff in shareholder class action challenging freeze-out merger; after obtaining judgment as to liability against directors, case settled for payment of an additional $2.19 per share on top of the original merger price of $3.93 per share).

Bomarko v. International Telecharge, Inc., 794 A.2d 1161 (Del. Ch. 1999), aff’d 766 A.2d 437 (Del. 2000)(sole counsel for plaintiff in consolidated appraisal and breach of fiduciary duty action challenging merger in which stockholders were paid 30 cents per share; case tried; $1.51 per share (500% increase in merger price) plus interest awarded following trial; judgment affirmed on appeal).

O’Reilly v. Transworld Healthcare, Inc., 745 A.2d 902 (Del. Ch. 1999) (sole counsel for plaintiff in shareholder class action challenging merger; case settled for cash payment of $650,000 payable pro-rata to members of class).

Wolfson v. Supermarkets General Holdings Corp., Del. Ch., C.A. No. 17047, Jacobs, V.C. (July 22, 1999)(sole counsel for plaintiff in shareholder class action challenging merger cashing out preferred stockholders; case settled for payment of an additional $10 million to preferred stockholders).

Kaiser Aluminum Corp. v. Matheson, 681 A.2d 392 (Del. 1996) (lead counsel for plaintiff in shareholder class action challenging recapitalization plan; obtained injunction, affirmed on appeal, barring defendants from completing transaction).

Arnold v. Society for Savings Bancorp, Inc., 650 A.2d 1270 (Del. 1994)(lead counsel in shareholder class action challenging merger; case settled for $5 million following ruling by Delaware Supreme Court that directors breached their fiduciary duty of disclosure to stockholders); see also Arnold v. Society for Savings Bancorp, Inc., Del. Ch., C.A. No. 12883, Chandler, V.C. (Dec. 2, 1996) (“It was a stunning achievement, in my view, that attorneys for the class were able to negotiate a monetary settlement …. [A] $5 million settlement fund is a testament to their skill and tenacity.”).

In re Tri-Star Pictures, Inc. Litig., 634 A.2d 319 (Del. 1993)(lead counsel for plaintiff in shareholder class action challenging Coca-Cola’s sale of Columbia Pictures to Tri-Star Pictures; case settled for payment by Coca-Cola of $22.5 million to class).

Professional and Community Activities

  • Member, Sections on Corporation Law and Litigation, Delaware State Bar Association
  • Member, Section of Business Law, American Bar Association

Bar Admissions

  • Delaware
  • United States District Court for the District of Delaware
  • United States Court of Appeals for the Third Circuit

Education

  • Bucknell University (B.S.B.A. 1987)
  • Widener University School of Law (J.D., cum laude, 1990)