J. Clayton Athey

Practice Areas

  • Corporate Litigation
  • Corporate Counseling
  • Intellectual Property Litigation
  • General Litigation

J. CLAYTON ATHEY appears regularly in the Delaware Court of Chancery and the U.S. District Court for the District of Delaware, representing individuals and business entities in fiduciary duty litigation, corporate mergers and acquisitions actions, commercial disputes, intellectual property actions and alternative business entity disputes.

A native of Delaware, Mr. Athey graduated from the University of Delaware in 1995 and received his J.D. from the Georgetown University Law Center in 2000. At Georgetown he was an editor of the Georgetown Journal of Legal Ethics and published a note entitled The Ethics of Attorney Web Sites: Updating the Model Rules to Better Deal with Emerging Technologies, 13 Geo. J. Legal Ethics 499 (2000).

Mr. Athey serves on the Delaware Supreme Court’s Board of Professional Responsibility and he is active in several community and legal organizations including the Delaware State Bar Association and the Richard S. Rodney Inn of Court.  He is admitted to practice in Delaware, New Jersey and Pennsylvania.



  • Bessenyei v. Vermillion, Inc., Del. Ch., C.A. No. 7572-VCN.  Represented corporation and its directors in successful defense of litigation challenging the elimination of a board seat and seeking to enjoin annual meeting. 2012 WL 5830214 (Del. Ch. Nov. 16, 2012), aff’d, 67 A.3d 1022 (Del. 2013).
  • Phunware Inc., et al. v. Excelmind Group Ltd., et al., D. Del., C.A. No. 15-216-SLR.  Defended Philippines-based companies in suit alleging breaches a stock purchase agreement, ultimately obtaining dismissal. 117 F.Supp.3d 613 (D. Del. 2015).
  • Ausikaitis v. Kiani, et al., D. Del., C.A. No. 12-1175-SLR.  Defended Masimo Corp. officers and directors in derivative litigation challenging stock option grants.
  • Cot’n Wash,, Inc., et al. v. Henkel Corp., et al., C.A. No. 12-650-SLR.  Represented Dial Corp. and Henkel Corp. in defense of action asserting intellectual property claims.
  • London, et al. v. Tyrrell, et al., Del. Ch. C.A. No. 3321-CC.  Defended officers and directors of government technology contractor iGov in derivative action
    challenging executive compensation plan.
  • In re Procera Networks, Inc. S’holder Litig., Del. Ch., C.A. No. 10951-VCL.  Defended acquisition target and its board of directors in stockholder suit alleging breaches of fiduciary duty, ultimately obtaining dismissal.
  • Wang, et al. v. Fulton, et al., Del. Ch., C.A. No. 3409-VCL.  Represented common and preferred stockholders of Maritek Corporation in action alleging self-dealing conduct by controlling stockholders.
  • EHS Partners, LLC v. Eden, C.A. No. 2737-VCL.  Defended former principal of Delaware LLC in “business divorce” action against allegations of breaches of fiduciary duty and breaching the LLC’s operating agreement.
  • Cohen v. Skoop Media Associates, Inc., Del. Ch., C.A. No. 10354-VCL.  Prevailed in obtaining advancement and indemnification for legal fees and expenses in an action by a former corporate officer and director pursuant to 8 Del. C. §145.
  • Henkel Corporation v. Innovative Brands Holdings, LLC, Del. Ch., C.A. No. 3663-VCN, 2008 WL 4131566 (Del. Ch. Aug. 26, 2008).  Represented seller in action for breach of asset purchase agreement where buyer asserted existence of a material adverse event.
  • Korn v. New Castle County, Del Ch., C.A. No. 767-CC, 922 A.2d 409 (Del. 2007).  Represented taxpayers of New Castle County, Delaware in action over the County’s failure to apply tax revenues as required by Delaware law.
  • LNR Partners, LLC v. C-III Asset Management LLC, Del. Ch., C.A. No. 8472-VCP.  Represented LNR Partners, LLC in action to enforce terms of trust agreement for a commercial


  • Member, Sections of Corporation Law, Litigation, Delaware State Bar Association
  • Member, Section of Business Law, American Bar Association
  • Seitz Group Leader, Richard S. Rodney Inn of Court
  • Member, Board of Directors, Bellevue Community Center, Wilmington, Delaware
  • Member, Delaware Supreme Court Board of Professional Responsibility


  • Delaware
  • Pennsylvania
  • New Jersey
  • United States District Court for the District of Delaware
  • United States Court of Appeals for the Third Circuit
  • District of Columbia (inactive)


  • University of Delaware (B.A., 1995, Honors Program)
  • Georgetown University Law Center (J.D., 2000)