Delaware Corporate, LLC & Partnership Law

McCarter’s Delaware Corporate, LLC & Partnership Law team is counsel to many Delaware publicly traded and privately held corporations and alternative entities. We are experienced in all aspects of Delaware law, including representing our clients in a variety of business transactions and Delaware opinion work. We also represent public and private Delaware corporations, LLCs, LPs, and GPs in corporate, commercial, shareholder, and other litigation in the Delaware Court of Chancery.

Transactions

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Our group regularly counsels Delaware entities, as well as their officers, directors, boards and stockholders, on issues including:

Delaware Corporations, LLCs, LPs, and GPs
Our group regularly advises on issues concerning formation, governance, operation, merger, acquisition, conversion, division, fiduciary duties, contract interpretation, restructuring, and dissolution and winding up of Delaware corporations, LLCs and partnerships.

Mergers & Acquisitions, Financings, and Other Business Transactions
Our attorneys represent numerous public and private enterprises, financial institutions, and private equity and investment funds and their portfolio companies in connection with all phases of mergers and acquisitions, from initial structuring through closing.

Fiduciary Duties
We advise corporations, officers, directors, board committees and stockholders on their fiduciary duties in connection with transactions and other matters under Delaware law.

Legal Opinions
We provide legal opinions with respect to certain matters of Delaware law in connection with transactions involving Delaware corporations, LLCs, Statutory Trusts and partnerships.

Litigation

Open

Our group regularly handles litigation matters involving Delaware entities, in the Delaware Court of Chancery as well as other Delaware courts, on issues including:

Breach of fiduciary duty claims
Disputes regarding corporate and alternative entities, including their governing documents or management disputes
Appraisals
Section 220 proceedings for corporate documents
Representation of special committees

Unclaimed Property/Escheat

Open

We represent clients in the rapidly evolving sector of unclaimed property (escheat). Our team has deep knowledge and experience counseling clients with regard to unclaimed property/escheat obligations and representing corporate clients in audits, voluntary disclosure agreements (VDAs), and, when necessary, state and federal court litigation disputes with state authorities. Our recent successes include a major appellate victory on behalf of a large retailer in the Delaware Supreme Court in a unique case involving Delaware escheat law and the Delaware False Claims Act. The Supreme Court, sitting en banc, unanimously reversed and nullified a multi-million dollar false claim judgment entered against our client without remand.

Secured a pleadings-stage dismissal for the former executive of a Delaware LLC in a suit brought by a rival company and the executive’s former employer involving claims for breach of restrictive covenant and misappropriation of trade secrets. The Delaware Court of Chancery found a lack of personal jurisdiction over the California-based plaintiff and, in so concluding, was the first court in Delaware to perform a choice of law analysis at the motion to dismiss stage that resulted in voiding a Delaware forum selection clause under California Labor Code Section 925.

Secured two trial victories in the Delaware Court of Chancery and a $28 million judgment for the shareholders of a family-owned stevedoring firm in a breach of contract dispute against the subsidiary of the largest privately-owned port operator in the world. After the court adopted our clients’ positions regarding the correct composition and interpretation of a stock sale agreement, the court then found a breach of that agreement after the buyer refused to move forward with the purchase of our client’s interests.

Represented numerous clients in post-closing M&A disputes, including post-acquisition indemnification disputes.

Represented numerous clients in disputes under the Delaware General Corporation Law and Delaware alternative business entity law, including books and records requests/actions and control disputes.

Represented a Fortune 50 company and its director designees in securing dismissal of derivative claims for breach of fiduciary duty following investigation by a special committee which ultimately recommended the dismissal.

Obtained summary judgment on behalf of FANchise League Company, LLC, which owns and operates the Fan Controlled Football League, in the Delaware Court of Chancery relating to a claim for breach of contract and a request for specific performance of an option agreement.

Secured a victory at the Delaware Supreme Court for House of Lithium, Ltd., a private equity fund, when the court affirmed the decision of the Delaware Court of Chancery relating to an alleged breach of stock purchase agreements valued at almost $100 million. The Chancery Court found that although the agreements were valid contracts, the plaintiffs failed to satisfy the necessary conditions to close, and as a result, our client was not obligated to proceed with the transaction.

Served as Delaware counsel to a multinational independent investment bank and financial services company with over $500 billion in AUM in its acquisition of a large integrated waste company. This deal was valued over $600 million.

Served as counsel to a subsidiary of a publicly-traded shoe and apparel company on a Delaware law matter.

Provide ad-hoc representation to a $30 billion state pension plan in its limited partnership investments and in connection with such representation, provide Delaware law advice with respect to various matters, including fiduciary duty waiver provisions.

Served as Delaware counsel to a UK listed property company on an acquisition of a portfolio of industrial assets in the UK, held by a Delaware limited partnership (acting by a Delaware GP). This deal was valued at over £100 million pounds.

Serve as Delaware counsel to a diversified global industrial manufacturing company on Delaware corporate and limited liability company law matters.