According to reports from the Delaware Division of Corporations, over half of all United States publicly traded companies and 63 percent of corporations in the Fortune 500 are incorporated in Delaware. Ninety percent of all new initial public offerings in 2012 and 83 percent of all new initial public offerings in 2013 were from companies incorporated in Delaware (including Twitter, Yelp, and Facebook). These same reports inform us that there are more legal entities in Delaware (980,000) than residents (905,000).
Delaware Court of Chancery.
It is no surprise, then, that Delaware is home to a great deal of business litigation. Because it is the corporate domicile of choice in the United States, Delaware produces and implements the substantive laws governing internal affairs for most of our nation's corporations - large and small. As a result, most battles concerning the application of those laws are waged in Delaware Courts. In particular, the Delaware Court of Chancery has emerged as the nation's preeminent forum for the resolution of a wide range of national and international commercial disputes.
Lewis & Roberts is experienced in vindicating the rights of shareholders in actions that pivot on the application of Delaware corporate law. For example, Lewis & Roberts has successfully represented clients in the Court of Chancery, where the claims at issue involved unjust merger proceeds, 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 Corporations Law.
Carsanaro v. Bloodhound.
In Carsanaro v. Bloodhound, a Delaware Chancery Court case, Lewis & Roberts represented the former chief executive officer (and other executives) of a software company in order to contest the terms of that company’s merger with another company. In that case, the preferred shareholders received nearly all of the proceeds from the $87 million merger, leaving virtually nothing for the common shareholders. The case centered on the duties owed by a board of directors to its common shareholders versus those of the preferred shareholders. This case settled after Lewis & Roberts prevailed on a motion to dismiss that had been filed by the corporate defendants in the Delaware Chancery Court. The Delaware Chancery Court, rejecting the corporate defendants' attempt to have the case dismissed, issued an opinion favorable to the plaintiffs (opinion available by clicking here). Lewis & Roberts victory on behalf of its client-plaintiffs was analyzed at length in the "Dealbook" section of the New York Times, and in Inc. magazine. Click these links to read the Dealbook and Inc. magazine articles.
Our attorneys are available to appear before the Delaware courts (we employ local counsel and seek pro hac vice admission to make such appearances). Our experience includes shareholder disputes arising from mergers and acquisitions, stockholder appraisal proceedings, class and derivative actions asserting breaches of fiduciary duty, fraud, and all matters under the Delaware corporate law and business entity statutes. Our experience litigating disputes for plaintiffs involving Delaware law, or a Delaware court, makes us an uncommon law firm.
Because Lewis & Roberts accepts clients on a contingent fee basis, clients seeking representation in a matter involving Delaware law need not expect a multi-million dollar bill for attorneys' fees at the conclusion of their litigation. If your case is appropriate for representation on a contingent fee basis, you will owe no attorneys' fee for the litigation unless and until there is a monetary settlement or court verdict in your favor. In many situations, the Firm's clients would not be able to afford legal representation in the absence of a contingent fee arrangement.
If you are in the midst of a dispute that involves a Delaware corporation, or the application of Delaware law, and would like to discuss a potential case, please call Jim Roberts in Raleigh at 919-981-0191.