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Stephanie H. Dallaire

Associate

302.984.6379
Wilmington
sdallaire@mccarter.com

Stephanie Dallaire is litigator and focuses her practice on corporate and commercial disputes, often litigated in the Delaware Court of Chancery.  Her experience includes representing both plaintiffs and defendants in litigation involving breach of fiduciary duty claims, disputes amongst alternative entities, and statutory proceedings under Delaware’s General Corporation Law.

Before entering private practice, Stephanie clerked for the Honorable William C. Carpenter, Jr. of the Delaware Superior Court. While in law school, she interned for the former Chief Justice of the Delaware Supreme Court, the Honorable Myron T. Steele, and also for former Vice Chancellor Donald F. Parsons, Jr. of the Delaware Court of Chancery. During her last year of law school, Stephanie was selected to serve as an Articles Editor on the editorial board of the Delaware Journal of Corporate Law.

Representative Matters

Former LLC officers and entity affiliates—Delaware Chancery Court advancement case win

International Rail Partners LLC et al. v. American Rail Partners LLC. Represented former LLC officers and their entity affiliates in an advancement action, demanding coverage for defense costs for a parallel breach of contract case in which adverse party American Rail alleged that the officers and entities breached their contract duties to properly manage American Rail pursuant to a certain management agreement. We won dismissal of the underlying contract action in August 2020 and In November 2020, the Court ruled that American Rail must advance the attorney fees incurred by our client. The advancement case is notable as it litigated a novel theory of exclusion of indemnification for first-party litigation under the Delaware LLC Act.

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Services

Delaware Corporate, LLC & Partnership Law
Business Litigation

Education

Widener University Delaware Law School JD, 2008
  • Articles Editor, Delaware Journal of Corporate Law
Bryn Mawr College BA, cum laude, 2005
London School of Economics and Political Science 2004

Bar Admissions

Delaware
New Jersey

Judicial Clerkships

Judicial Law Clerk
The Hon. William C. Carpenter, Jr., Delaware Superior Court, 2008‒2009

Judicial Extern
The Hon. Chief Justice Myron T. Steele, Delaware Supreme Court, 2007‒2008

Judicial Extern
The Hon. Vice Chancellor Donald F. Parsons, Jr., Delaware Court of Chancery, 2007

Memberships & Certifications

American Bar Association

Delaware Bar Association

Rodney Inn of Court, Assistant Secretary

Women in Chancery

DE Corporate Law
Publications|Alert
Delaware Supreme Court Reverses Use of Unreliable Hearsay Evidence to Establish Proper Purpose in Section 220 Action
Delaware Law Update
7.21.2022
Insights News Courthouse Columns
News
Del. Justices Reverse Stockholder Snub in 3D-TV Co. Row
Law360
6.16.2022
DE Corporate Law
Publications|Alert
Delaware Law Update 2021 Year in Review
Delaware Law Update
4.1.2022
DE Corporate Law
Publications|Alert
Delaware Law Update 2020 Year in Review
Delaware Law Update
1.29.2021
Insights News Open Stack
News
Rail Road Operator’s Fees Must Be Covered, Chancery Says
Law360
11.24.2020
DE Corporate Law
Publications|Alert
Delaware Court of Chancery Dismisses Fraud Claim, Emphasizing Rule Against “Bootstrapping” Fraud and Contract Claims
Delaware Law Update
11.1.2020
DE Corporate Law
Publications|Alert
Delaware Supreme Court Reverses Court of Chancery’s Ruling Dismissing Breach of Fiduciary Duty Claims and Emphasizes Importance of Director’s Duty of Candor Regarding Undisclosed Conflicts of Interest
Delaware Law Update
8.25.2020
DE Corporate Law
Publications|Alert
Court of Chancery Delineates Pleading Standards for Implied Covenant and Tortious Interference Claims in Buyout Transaction
Delaware Law Update
5.4.2020
Insights Speaking Microphone
Events|Speaking Engagement
Court of Chancery Fundamentals
Delaware State Bar Association
March 2019
Insights News Open Stack
Publications|Article
Delaware Business Court Insider
2012-2016
Insights Publication Magazine Open Stack
Publications|Article
Annual Review of Developments in Business and Corporate Litigation
American Bar Association, Corporate Litigation Committee
2012-2016
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