Areas of Practice

Corporate and Alternative Entity Litigation

As the “corporate capital” of the world, Delaware is the primary forum for litigation of major disputes involving corporations, limited partnerships, limited liability companies, and other Delaware of business entities. Prickett Jones focuses on litigation of disputes that arise from the terms of Delaware business statutes, an entity’s governing documents, and the fiduciary duties of directors, managers, officers, and controllers. Because of its involvement in many seminal and high-profile cases, Prickett Jones is well known and has been repeatedly recognized by the Delaware courts for its representation of stockholders and investors in Delaware business entities. The firm also regularly represents business entities and their founders, directors, officers and managers in litigation in the Court of Chancery and other Delaware state courts and Delaware federal courts. Such litigation regularly involves mergers and acquisitions, tender offers, control contests, appraisal proceedings, indemnification and advancement rights, books and records inspections, corporate election contests, company dissolution proceedings, and advising special litigation committees.

Stockholder Rights

Prickett Jones has pioneered common law breach of fiduciary duty claims, using creative and innovative strategies and theories to vigorously protect investors from corporate wrongdoing. From Weinberger v. UOP, Inc., a seminal case establishing the entire fairness standard of review for interested corporate transactions, and Smith v. Van Gorkom, a seminal case defining the duty of care for directors of Delaware corporations, Prickett Jones more recently secured the landmark ruling in In re Match Group, Inc. Derivative Litigation, which clarifies that entire fairness presumptively applies to any transaction in which a controller receives a material, non-ratable benefit.

Prickett Jones’s decades of experience in protecting investors and “defending the corporate bastion” includes, among others, the two most successful derivative actions in history: In re Southern Peru Copper Corp. S’holder Litig., where approximately $2.1 billion was recovered for the Southern Copper Corporation through a post-trial judgment; and Tucker v. Scrushy, where approximately $2.9 billion in damages was awarded to HealthSouth Corporation. Prickett Jones also secured a $167.5 million cash payment for CBS Corporation in In re CBS Corporation Stockholder Litigation, which the Court of Chancery described as an “extraordinary” outcome in litigation akin to “three-dimensional chess.”

Prickett Jones has also recovered hundreds of millions of dollars directly for investors, including in cases such as Denner v. Goldstein ($124 million), In re ExamWorks ($86.5 million), Arkansas Teacher Retirement System v. Alon USA Energy, Inc. ($44.75 million), and In re GGP ($42.5 million).

Founder, Director, Officer and Manager Representation

Prickett Jones both defends and prosecutes claims on behalf of founders, directors, officers and managers. Such matters range from breach of fiduciary duty claims, securities actions, and assertion of advancement and indemnification rights.

In In re Wayport, Inc., Litigation, Prickett Jones obtained a post-trial judgment against a venture capital funder for fraudulently inducing the founder and former chief executive of the company to sell it shares of the company.

In Blue v. Tilray Brands, Inc., Prickett Jones secured a declaration that company founders who Prickett Jones had represented in a derivative action were no longer responsible for a $12 million guarantee the company had attempted to enforce.

In Bamford v. Penfold, Prickett Jones successfully defended, through trial and appeal, a company’s founder and controller from limited partners’ claims that they had been defrauded and were entitled to control of the company.

In Totta v. CCSB Financial Corporation, Prickett Jones successfully challenged the election results on behalf of three director nominees who were entitled to board seats.

In Optimiscorp v. Waite, Prickett Jones secured a complete victory for its client, a former chief financial officer, against claims of civil conspiracy, breach of fiduciary duty, tortious interference, breach of contract, breach of the implied covenant of good faith and fair dealing, and aiding and abetting where plaintiffs sought in excess of $50 million in damages. In a later proceeding, Prickett Jones secured the former chief financial officer’s right to indemnification.

In Wenske v. Blue Bell Creameries, Inc., Prickett Jones represented the entity general partner against assorted claims by limited partners, leading to a pre-trial settlement without an admission of wrongdoing.

Statutory Rights

Prickett Jones also has deep experience in asserting statutory rights of stockholders, directors, and officers, including, among others:

• A director, officer, or employee’s right to indemnification and advancement (8 Del. C. § 145);

• Ratification of a defective corporate act or issuance of stock (8 Del. C. § 204), and proceedings to determine the validity and effectiveness of ratification (8 Del. C. § 205);

• A stockholder’s right to demand to inspect a corporation’s books and records (8 Del. C. § 220);

• Proceedings to determine the validity of a director or officer’s contested election, appointment, removal, or resignation, and the outcome of a stockholder vote (8 Del. C. § 225);

• A stockholder’s right to an independent appraisal of stock by the Delaware Court of Chancery (8 Del. C. § 262).

VIEW CORPORATE LITIGATION LAWYERS

Caneel Radinson-Blasucci

Christine N. Chappelear

Brianna V. Manobianco

Kirsten M. Valania

Caitlin E. Whetham

Corporate and Alternative Business Entity Counseling

Prickett Jones advises corporate boards and board committees, general partners, limited liability company managers, and stockholders regarding their rights and obligations under the Delaware General Corporation Law, the Delaware Limited Partnership Act, the Delaware Limited Liability Company Act, and Delaware common law governing fiduciary duties and similar concepts applicable to business managers and investors. The firm works closely with clients and national and international law firms to structure and implement transactions such as mergers, asset sales, spin-offs, venture capital financings, and going-private transactions, and to educate and advise clients regarding the law governing Delaware corporations and alternative business entities. The firm’s experience includes advising and representing special board committees charged with evaluating conflicted transactions or conducting internal investigations.

VIEW CORPORATE COUSELORS

J. Clayton Athey

Bruce E. Jameson

Elizabeth M. McGeever

Marcus E. Montejo

Corinne Elise Amato

Intellectual Property

Prickett Jones represents clients in a wide range of patent, trademark, copyright and trade secrets litigation in the United States District Court for the District of Delaware, and partners with outside counsel on a regular basis to prosecute or defend such actions. Delaware’s Federal District Court enjoys a national reputation for the trial of intellectual property disputes and is seated in the state of incorporation for many publicly traded companies.

VIEW OUR INTELLECTUAL PROPERTY AND PATENT LITIGATION LAWYERS

J. Clayton Athey

Elizabeth M. McGeever

General Litigation

The firm regularly represents clients in all types of commercial disputes including: joint venture agreements; stockholder buy-sell agreements; general partnership, limited partnership and limited liability company agreements; sales and licensing agreements; stock voting agreements; indemnification contracts; and all other forms of contracts and agreements.

VIEW GENERAL LITIGATION LAWYERS

J. Clayton Athey

Bruce E. Jameson

Corinne Elise Amato