Montgomery McCracken’s Business Litigation Practice represents corporations and unincorporated business entities, their officers, directors, partners and managers, their financial advisors, and their shareholders and creditors in a wide array of adversarial and summary proceedings. These matters have been pursued and resolved in venues across the country, including the Delaware Court of Chancery, the nation’s preeminent business tribunal. Additionally, our business litigators work with their transactional colleagues to mitigate litigation risk at the deal table, often by recommending and overseeing litigation-tested process enhancements.
Business Litigation and Dispute Resolution
Members of our Business Litigation Practice have litigated and resolved shareholder class and derivative proceedings, partner and member disputes, proceedings under the Delaware General Corporation Law and alternative entity laws, and other matters involving fiduciary and contract obligations. We have both defended and prosecuted claims against corporate fiduciaries, including some of the most highly compensated executives in the United States. We represent boards of directors, board committees, independent and affiliated directors and director groups, C-suite officers, managers and managing partners, as well as sophisticated shareholders, both individual and institutional.
We frequently are called upon to litigate disputes involving transactions, which range from asset sales and financings to change in control transactions. We serve as primary counsel and also work in coordination with reputable firms located throughout the country and abroad. And we have resolved business disputes through private settlements, agency proceedings, mediation, arbitration, and trial. Where appropriate, we explore risk-sharing financial arrangements (including various types of alternative and contingent fee arrangements) with clients to mitigate the burden of potentially costly litigation.
Litigation Risk Assessment and Mitigation
Our Business Litigation attorneys do more than merely litigate. We bring insight gleaned from litigating business disputes to bear on efforts to avoid litigation. To do this, we work collaboratively with our corporate and transactional colleagues to assess litigation risk at the deal table, and to explore process enhancements designed to foreclose litigation, or mitigate exposure should a transaction (or a prospective transaction) be challenged.
Incorporates a Broad Array of Collateral Specialties
Consistent with the multi-disciplinary approach characteristic of our firm, the Business Litigation Practice draws upon a wide array of related practice specialties, including Alternative Dispute Resolution, Antitrust, Bankruptcy and Financial Restructuring, Class Action Defense, Cybersecurity and Data Privacy, Family Office, Financial Services, Insurance Recovery, Intellectual Property, Labor and Employment, Tax, and Trade Secret and Noncompete Litigation. Where appropriate, our business litigators work collaboratively with members of these and other practices in an effort to more fully understand and analyze the breadth and implications of a given dispute and achieve an outcome informed by nuanced, but often very important, legal considerations.
We represent clients before enforcement agencies in Washington, DC and Philadelphia, and have enabled our antitrust clients to efficiently resolve difficult cases through our effective advocacy.
- Julius W. Erving II v. ABG Intermediate Holdings 2, LLC, et al., C.A. No. 2021-0816-NAC (Del. Ch. 2023) (defense of claims alleging breach of contractual brand development and marketing obligations)
- Jack v. Jack Acquisitions, Inc., et al., C.A. No. 19-0052-CFC (Del. Sup. 2020) (defense of assignment and indemnity disputes arising under stock purchase agreement)
- Blackthorn Partners, L.P. v. John C. Malone, et al., C.A. No. 5260-VCS (Del. Ch.) (prosecution of fiduciary duty claims against directors of Liberty Media Corporation in connection with sale of business unit to DirecTV)
- AIG Corp. Consol. Derivative Litig., C.A. No. 769-N (Del. Ch.) (defense of former CEO of Gen Re in connection with shareholder derivative claims)
- Redwood Regional Medical Group, Inc. v. Cancer Clinics of Excellence, et al., C.A. No. 6273-CS (Del. Ch.) (defense of Delaware limited liability company against direct and derivative claims asserted by members)
- Ortsman v. ADESA, et al., C.A. No. 2670-VCL (Del. Ch.) (representation of Adesa’s CEO, COB and CFO against shareholder breach of fiduciary duty claims arising from private equity acquisition transaction)
- In re Compucom Systems, Inc. Stockholders Litig., C.A. No. 499-N, 2005 WL 2481325 (Del. Ch. Sept. 29, 2005) (defense of special committee in connection with shareholder breach of fiduciary duty claims)
- Teachers’ Retirement System of Louisiana v. Scrushy, C.A. No. 20529, 2004 WL 423122 (Del.Ch. March 2, 2004) (defense of former HealthSouth director (then the CEO of Caremark Rx) in connection with direct and derivative shareholder claims)
- MTA Canada Royalty Corp. v. Compania Minera Pangea, S.A. DE C.V., C.A. No. N19C-11-228 AML CCLD (Del. Super.) (defense of mining interest in connection with disputed conditional payment obligation under a commercial assignment agreement)
- Chiarenza v. TransNet Corporation, C.A. No. 5597-CS (Del. Ch.) (defense of Delaware corporation in connection of shareholder books and records proceeding and anticipated fiduciary duty claims)
- In re Cal-Maine Foods, Inc. Shareholders Litig., C.A. No. 20507 (Del. Ch.) (representation of sophisticated shareholder group challenging proposed freeze-out transaction)
- Miron v. Microsoft Corp., et al., C.A. No. 1149-CC (Del. Ch.) (defense of corporation and board designees in connection with direct and derivative shareholder claims)
- Encompass Services Holding Corp. v. Prosero Inc., C.A. No. 578-N, 2005 WL 332810 (Del. Ch. Feb. 3, 2005) (statutory shareholder appraisal action)
- Sicking v. JetStar Holdings, Inc., C.A. No. 2232-N (Del. Ch.) (statutory shareholder appraisal action)
- Olson v. Microsoft Corp., et al., C.A. No. 06C-01-355 (Del. Super.) (defense of corporation in connection with contract-based claims)
- CertainTeed Corp. v. Celotex Corp., C.A. No. 471-N (Del. Ch.) (defense of seller corporation and related entities in connection with claims arising from asset acquisition transaction)
Business Litigation Leadership
Important Ruling: Delaware Court of Chancery Formally Recognizes and Delineates Oversight Duties of Corporate Officers
On January 26, 2022, Delaware Vice Chancellor J. Travis Laster issued an opinion of which those serving as or advising officers of Delaware corporations should take note: In re McDonald’s […]
Four Montgomery McCracken Attorneys Selected to the 2022 New York Metro Super Lawyers List
Montgomery McCracken is pleased to announce that four of the Firm’s attorneys have been selected to the 2022 New York Metro Super Lawyers list in their respective practice areas. Christopher […]
Legislation Enacted: Critical Amendment to DGCL §102(b)(7) Expanding Exculpation to Delaware Corporate Officers
In April this year, we reported on an important proposed amendment to Section 102(b)(7) of the Delaware General Corporation Law (extending director exculpation to officers as well). We noted that […]
Four Montgomery McCracken Attorneys Selected to the 2021 New York Metro Super Lawyers List
Montgomery McCracken is pleased to announce that four of the firm’s attorneys have been selected to the 2021 New York Metro Super Lawyers list in their respective practice areas. Christopher […]