Delaware Corporate Litigation

The Court of Chancery


The unquestioned center for the development of corporate and commercial law, Delaware boasts a judiciary with unmatched experience resolving complex business and corporate governance disputes.  In particular, the Court of Chancery has emerged as the nation's preeminent forum for the resolution of a wide range of national and international commercial disputes.

For over a decade, Blank Rome has sought to meet the needs of its clients by maintaining a significant practice before the Court of Chancery and Delaware Supreme Court.  Our attorneys regularly appear before these courts and are familiar with the individual practices of the jurists who serve on them.  This includes extensive experience in matters involving takeover battles, proxy contests, stockholder appraisal proceedings, class and derivative actions asserting breaches of fiduciary duty, fraud, and all matters under the Delaware corporate and other business entity statutes.  Blank Rome’s extensive experience in Delaware and the depth of the Firm’s resources, promote efficiency, cost effective­ness and enhance our lawyers’ ability to achieve a favorable outcome (verdict or settle­ment).  In addition to serving as lead counsel for its clients, the Delaware office of Blank Rome often is called upon by other law firms from across the country and the world to serve as local or special counsel in cases pending in Delaware.  In fact, the Delaware office regularly partners with many of the largest national and international law firms on cases pending in Delaware’s courts on a vari­ety of matters.

Select Engagements

  • Vindicated rights of a significant shareholder, stripped of his stock following a freeze-out merger, involving allegations of massive self-dealing and diversion of assets by corporate fiduciaries, as well as a stockholder appraisal action pursuant to Section 262 of the Delaware General Corporation Law.
  • Served as national litigation counsel and defense group coordination counsel for a leading publisher of video games in a series of derivative class action litigations involving claims for securities fraud, options backdating, breaches of fiduciary duty and improper business practices. 
  • Regularly represent special committees of boards of directors formed to investigate allegations of wrongdoing by corporate fiduciaries and in response to derivative litigation filed by stockholders.
  • Represented a leading designer and manufacturer of women's apparel in defense of several shareholder derivative actions challenging the client's $120 million acquisition of a competitor.  The litigations included claims for breach of fiduciary duty, improper disclosures and ineffective corporate governance. 
  • Served as lead counsel and coordination counsel for defense group representing a regional telecommunications company in defense of shareholder derivative actions seeking to enjoin the client's proposed sale to a competitor
  • Represented a major food manufacturing company in a subsidiary spin off litigation involving fiduciary and fraud claims brought against the parent and its board of directors.
  • Represented a minority shareholder in a derivative action involving allegations of massive self dealing, diversion of corporate assets and breaches of fiduciary duty.
  • Represented a hedge fund in a partnership dispute over the return of capital navigating complex issues of partner's fiduciary duties and contractual rights. 
  • Represented a hedge fund in a limited liability company governance succession dispute involving advancement/indemnification obligations and rights of a removed director.
  • Represented the board of directors in an expedited proceeding involving preferred stock issuance.

China Securities Litigation Task Force

Blank Rome’s Asia Practice provides experienced legal representation for Asia-based clients doing business in the U.S. and for U.S. clients doing business in Asia, through its offices in Shanghai, New York, Washington, Philadelphia, Los Angeles, Houston, and Delaware.  Our Asia-based capital markets practice regularly represents Chinese companies that are listed on the U.S. exchanges.

In the current turbulent environment, many Chinese public companies are becoming targets of shareholder class action and derivative litigation.  In response, Blank Rome combined the multi-disciplinary knowledge of its Delaware Chancery Court, D&O insurance, SEC and regulatory enforcement, corporate governance and securities practices, into a task force to effectively deal with the many complex aspects presented by this litigation.

The Task Force members have extensive experience representing many Chinese public companies in numerous industries. The team has handled matters in the U.S. courts, before the SEC and other regulators, including FINRA, through its U.S. offices, while handling fact finding, case management, and client relations through its Shanghai office.