We Are an Experienced Corporate Litigation Firm Representing Clients in Securities, Fiduciary, Contract, and Other Matters
Corporate litigation is at the core of what we do. All of our attorneys are experienced litigators, and we regularly represent clients in Delaware’s Court of Chancery as well as the U.S. District Court for the District of Delaware. If your company needs a law firm that handles Delaware corporate litigation and knows what it takes to win, SLG can step in and get to work right away.
We assess, strategize, and litigate matters governed by Delaware law, typically securities, fiduciary, and contract matters. These include intellectual property and merger and acquisition issues. We occasionally win on motions, but love trying cases. SLG has been fortunate to win numerous 8-figure awards and settlements under Delaware law.
Matters We Handle
Within our corporate litigation practice, we represent companies facing a wide range of corporate and commercial disputes. Representative examples of our experience include:
Fiduciary Duty Disputes
Fiduciary duty disputes are a specific type of business tort litigation, and they present unique complexities. By their nature, fiduciary duty disputes are almost always high-stakes legal matters, and both parties will be committed to protecting their legal and financial interests to the fullest extent possible. Under Delaware law (and the law of most other jurisdictions), there are three primary fiduciary duties in the corporate context:
Duty of Care
The duty of care requires that fiduciaries make informed and deliberative decisions based on the material information that is reasonably available at the time decisions are made. Failure to consider reasonably available material information and failure to undertake a legally sufficient decision-making process can both give rise to fiduciary duty claims under Delaware law.
Duty of Good Faith
The duty of good faith requires that fiduciaries act with a sincere belief that their actions are in the best interests of the company to which the duty is owed. While technically a component of the duty of loyalty, the duty of good faith is fundamental to all types of fiduciary relationships, and fiduciary disputes frequently involve allegations that the defendant failed to meet its good-faith obligations.
Duty of Loyalty
The duty of loyalty requires that fiduciaries put the relevant company’s interests first. Along with violations of the duty of good faith, violations of the duty of loyalty can also involve self-dealing and other conflicts of interest. We regularly represent clients in corporate litigation involving the duty of loyalty, and, as a result, we have extensive experience in this area.
Securities Litigation
As a law firm focused on Delaware litigation matters, we are regularly called upon to represent clients in securities litigation. SLG has the capabilities and resources required to handle these complex cases, regardless of the stakes involved, and we regularly receive referrals from other law firms and requests to serve as co-counsel. We handle all types of securities litigation in Delaware, including corporate disputes involving issues related to:
- Accounting fraud and related disclosure issues
- Broker-dealer and advisor liability
- Delaware’s “entire fairness” standard of review
- Directors’ and officers’ fiduciary duties
- Fraudulent misrepresentations and omissions
- Stockholder derivative actions
- Special Purpose Acquisition Companies (SPACs)
This is just a small sampling. Securities litigation is a core aspect of our practice, and we have an extensive track record of successfully protecting our clients’ interests in these cases. We represent corporate entities, banks, insurance companies, and other parties seeking to protect their interests as plaintiffs or in a defensive capacity.
Mergers & Acquisitions (M&A) Disputes
Our firm represents clients in disputes arising out of corporate mergers and acquisitions involving Delaware companies. Mergers and acquisitions (M&A) litigation accounts for a significant portion of our practice, and we have helped clients secure substantial awards and settlements on numerous occasions. This includes disputes arising before, during, and after closing involving issues such as:
- Buyer and seller representations and warranties
- Disclosures and due diligence
- Earn-outs and other contingent payments
- Financing contingencies and other financing-related issues
- Post-closing indemnification obligations
- Purchase price adjustments
- Working capital calculations and adjustments
These truly are just examples. Corporate M&A transactions can be extremely complex and have enormous financial implications for all parties involved. They can also involve numerous significant legal issues, including risks for significant liability. As a result, when disputes arise, an informed and strategic approach to dispute resolution is critical. SLG has the experience and insights required to help our clients proactively protect their interests through the litigation (or arbitration) process.
Intellectual Property Disputes
We also have extensive experience in intellectual property (IP) litigation. We handle disputes involving all forms of IP, including copyrights, patents, trademarks, trade secrets, and proprietary information. This includes (but is not limited to) disputes such as:
License Agreement Disputes
We represent licensors and licensees in contractual disputes involving all forms of IP. This includes software license agreements, product license agreements, trademark license agreements, data use agreements, franchise agreements, and other agreements that allow for the exclusive or non-exclusive use of the licensor’s intangible assets.
IP Ownership Disputes
We also represent clients in intellectual property ownership disputes. These disputes can arise in a variety of contexts, and the stakes involved can be extraordinarily high. It is not unusual for IP assets to be worth tens of millions of dollars or more, and securing exclusive ownership through litigation can be critical to companies’ long-term valuations and operating costs.
Challenges to Registration Applications
SLG represents IP registration applicants and other IP owners in challenges to registration applications filed with the U.S. Patent and Trademark Office (USPTO) and other registration authorities. These are often high-stakes disputes as well, and these cases involve unique procedures that require litigation counsel with relevant experience.
Challenges to Issued Registrations
In addition to challenges to pending registration applications, we handle litigation challenging IP registrations issued by the USPTO and other registration authorities. From invalidity to abandonment, registered trademarks and patents may be challenged on various grounds. We represent parties on both sides of these high-stakes cases.
Infringement Litigation
A significant portion of our intellectual property litigation practice involves representing clients in infringement matters. We handle infringement claims involving all forms of IP in Delaware and throughout the United States. This includes infringement claims arising from licenses and other commercial relationships, as well as those involving unrelated third parties.
Business Torts
We also represent companies in Delaware corporate litigation involving business tort claims. These claims are based not on companies’ contractual rights and obligations, but on their rights and obligations under applicable law. We handle all types of business tort cases, including (but not limited to):
- Tortious interference claims
- Fraud claims
- Implied warranty claims
- Misappropriation claims
- Negligent misrepresentation claims
- Business defamation claims
- Unfair competition claims
We focus our practice on high-stakes cases involving complex tort claims that require litigation to resolve. We have extensive experience in this area, and SLG regularly litigates business tort claims in Delaware’s Court of Chancery and federal district court. In addition to handling cases in Delaware, we represent Delaware companies in other jurisdictions. SLG does not operate primarily, or in any material way, from or in Delaware; however, our lawyers are licensed to practice in numerous state and federal jurisdictions across the country. In jurisdictions where we are not licensed, we can work with local counsel to obtain temporary bar admission when necessary.
Contract Litigation
We represent companies in complex contract litigation in Delaware. We handle cases involving all types of corporate and commercial contracts, including (but by no means limited to):
- Financing and loan agreements
- License and franchise agreements
- Private equity and investment contracts
- Purchase and sale contracts
- Real estate and construction contracts
- Stockholder, member, and partnership agreements
- Vendor and supplier contracts
While it will be in both parties’ best interests to seek an amicable resolution in some cases, oftentimes, litigation (or arbitration) will be the best approach. Many corporate and commercial contracts include mandatory alternative dispute resolution (ADR) clauses, and when they apply, they are generally enforceable. If your company needs to file or defend against a breach of contract claim or any other type of complex contract matter in Delaware, our lawyers can assess your company’s options and help you make an informed and strategic decision about how best to proceed.
Importantly, in many cases, time will be of the essence. To protect their contractual rights, companies must often promptly pursue arbitration or litigation in order to prevent the successful assertion of defenses such as estoppel and laches. Many contracts also contain limitations periods that are much shorter than the applicable statute of limitations. If your company needs to act promptly, SLG can take all necessary and appropriate legal action on your company’s behalf.
Select Employment Cases
Our firm also represents companies and employees in select employment cases. We also have significant experience in this area and focus on litigating cases to protect our clients’ interests in court.
Advancement, Indemnification and Insurance Cases
In addition to representing companies in select employment-related matters, we also represent officers and directors in select cases. When officers and directors are sued, they often have rights to advancement and indemnification from their employers under Delaware law. They may also have a contractual right to insurance coverage. If you have been sued in your capacity as an officer, director, or employee, we invite you to contact us for more information.
What You Should Know About SLG
In Delaware corporate litigation, the right legal representation matters. Companies need to be able to rely on their litigation counsel to protect their interests, and they need to have unwavering confidence in their counsel’s capabilities. So, why should you choose SLG?
Here’s what we have to offer:
- A Practice Focused on High-Stakes Corporate Litigation – Our practice is devoted to representing clients in high-stakes corporate litigation. This isn’t just what we do—it’s all we do. By maintaining a focused litigation practice, we have amassed a substantial body of relevant knowledge (and a substantial track record) and leverage our experience to protect our clients’ interests in arbitration, litigation, and at the settlement table when warranted.
- Highly Experienced Litigators – SLG has extensive experience in corporate litigation. Our lawyers have been working together for years—for more than a decade in most cases—and have collaborated to achieve favorable results in hundreds of matters. Collectively, our lawyers have secured hundreds of millions of dollars in settlements and awards.
- A Proven Record of Success in Settlement Negotiations and at Trial – Our firm’s success spans from Delaware’s Court of Chancery and the U.S. District Court for the District of Delaware to other state and federal courts across the country. We also have a substantial track record of successful representation in corporate arbitration matters and have favorably settled numerous high-stakes matters.
- A Client-Centered Approach to Dispute Resolution – In all cases, we take a client-centered approach. Our clients’ interests come first in everything we do, and we are committed to protecting them by all available means. While this may mean settling in some cases, we are a litigation law firm, and our lawyers do not hesitate to go to court for our clients—whether seeking a pretrial judgment or a trial verdict.
- A Small Firm with Big-Firm Capabilities – We are a small law firm, but we have big-firmcapabilities. Our lawyers have education credentials and experience on par with those of their counterparts at the world’s largest law firms, and, since we focus on litigation, we have the technological capabilities and other resources required to handle voluminous discovery and extremely complex cases.
If this sounds like the type of law firm you want representing your company, we invite you to get in touch. Our founding attorney, David J. Shlansky, will be more than happy to discuss your company’s dispute and help you make informed decisions about your next steps.
Frequently Asked Questions (FAQs)
What makes the Delaware Court of Chancery different from other courts?
With Delaware being the jurisdiction of choice for forming corporate entities in the United States, the Delaware Court of Chancery has taken a leading role in handling complex corporate disputes. Due to the volume of cases it handles, the Court of Chancery has adopted special procedures that are designed to facilitate efficient litigation. It has earned a nationwide reputation as a fair and efficient tribunal for resolving complex corporate disputes, and appeals from the Court of Chancery can be taken directly to the Delaware Supreme Court.
What is the “business judgment rule?”
The “business judgment rule” is a legal principle that creates a reputable presumption that a corporate officer’s or director’s decisions comply with the officer’s or director’s fiduciary duties. By creating this presumption, the business judgment rule places the burden on a plaintiff to prove that an officer or director was grossly negligent in failing to meet his or her corporate responsibilities.
If a plaintiff fails to adequately rebut the presumption of propriety, the Delaware Court of Chancery generally will not second-guess an officer’s or director’s decision. Conversely, if the Court of Chancery finds, based on a plaintiff’s evidence, that an officer or director has made a decision that cannot be attributed to any rational business purpose, it will generally proceed to the next step of determining what remedies are warranted.
Can we settle corporate disputes through arbitration in Delaware?
Like other types of civil disputes, corporate disputes can be settled at any time. This includes during arbitration. Parties will frequently engage in settlement negotiations while pursuing arbitration, and if they reach a binding settlement, they can withdraw from the arbitration process. If settling is in your company’s best interests, our lawyers will develop and execute a litigation strategy focused on developing the leverage needed to secure a favorable agreement.
Are mandatory arbitration clauses enforceable in Delaware?
Yes, mandatory arbitration clauses are enforceable in Delaware. If a stockholder agreement, license agreement, purchase contract, or any other contract contains a mandatory arbitration clause, both parties will generally be required to comply. With that said, mandatory arbitration clauses are frequently subject to carveouts and other exceptions, particularly for issues that require injunctive relief or other immediate intervention. So, before assuming that arbitration is the next step, corporate officers and directors should consult with litigation counsel to determine their options.
Should my company file a lawsuit in state or federal court in Delaware?
As noted above, the Delaware Court of Chancery (and the Superior Court’s Complex Civil Litigation Division) has earned a favorable reputation as a forum for resolving corporate disputes. As a result, filing a lawsuit at the state level will make sense in many cases. With that said, there are benefits to pursuing corporate litigation in federal court in appropriate circumstances, and of course, the federal courts have exclusive jurisdiction in some cases. If your company needs to file a lawsuit in Delaware, our lawyers can help you make a strategic decision about where to file. We handle state and federal corporate litigation in Delaware and numerous other jurisdictions nationwide.
Schedule a Call with a Delaware Corporate Litigation Attorney at SLG
If you would like to speak with a Delaware corporate litigation attorney at SLG, we invite you to contact us. With decades of relevant experience and a proven track record, we can handle all types of complex disputes, regardless of the stakes involved. To learn more about our experience or how we can help, call our office at (347) 378-6990 today.
