Delaware Practice

In the American system, shareholders hold power. A corporation’s board of directors and its management owe shareholders the highest duties of care and loyalty. And if a corporation’s leadership engages in self-interested, bad faith, or fraudulent conduct — and, unfortunately, they sometimes do — shareholders can seek accountability in court.

Delaware is ground zero for this work, where more than 60% of the Fortune 500 are incorporated.

Over the last two decades, our team has won numerous precedent-setting cases in Delaware courts to protect shareholders’ rights, protect investors, and enforce good corporate governance.

Our Delaware Practice

To better serve our clients in shareholder litigation and deepen our shareholder rights practice, our Firm recently opened an office in Wilmington, Delaware.

On behalf of our clients, we have litigated specialized shareholder challenges against corporate fraud, abuse, self-dealing, and recklessness in Delaware courts. Not only have we changed the law, we’ve recovered billions for shareholders and secured corporate reforms to strengthen good corporate governance.

• Earlier this year, a Robbins Geller litigation team and our co-counsel secured a $1 billion recovery in a case against Dell Technologies in the largest recovery prior to judgment ever achieved in a breach of fiduciary action in the Delaware Court of Chancery. Vice Chancellor J. Travis Laster commended our team for achieving an “excellent outcome” and noted that “an army of skilled defense counsel fought the plaintiffs at every turn.” In re Dell Techs. Inc. Class V S’holders Litig., No. 2018-0816-JTL (Del. Ch.).

Trial Experience

We regularly represent investors in challenges to corporate mergers and acquisitions that shortchange shareholders while enriching corporate insiders. And our edge is our trial experience – we regularly try cases before Delaware courts to vindicate shareholder rights.

• A Robbins Geller litigation team and co-counsel prevailed at a bench trial in the Delaware Court of Chancery in a case challenging a buyout of Dole Food Company, Inc. The court ruled that two executives were liable to Dole’s former stockholders for over $148 million, then the largest post-trial award ever in a class action challenging a merger transaction. In re Dole Food Co., Inc. S’holder Litig., No. 8703-VCL (Del. Ch.).
• Robbins Geller and co-counsel were appointed lead counsel in this case after successfully objecting to an inadequate settlement that did not take into account evidence of defendants’ conflicts of interest. In a post-trial opinion, Delaware Vice Chancellor Laster found defendant RBC Capital Markets, LLC liable for aiding and abetting Rural/Metro’s board of directors’ fiduciary duty breaches in the buyout of Rural/Metro, citing “the magnitude of the conflict between RBC’s claims and the evidence.” RBC was ordered to pay nearly $100 million as a result of its wrongdoing, the largest damage award ever obtained against a bank over its role as a merger adviser. The Delaware Supreme Court issued a landmark opinion affirming the near $100 million judgment for shareholders, resulting in an overall recovery of almost $110 million. RBC Cap. Mkts., LLC v. Jervis, 129 A.3d 816 (Del. 2015).

Winning Corporate Governance Reforms

We have secured and won corporate governance reforms to protect shareholders. Our clients have led successful litigation to take on corporate misconduct such as options backdating, bribery of foreign officials, pollution, off-label marketing, and insider trading and related self-dealing.

• Robbins Geller attorneys exposed a long-standing practice of misconduct by Wall Street investment bankers of participating on both sides of large merger and acquisition transactions through litigation challenging the leveraged buyout of Del Monte Foods Company by a consortium of private equity firms. Plaintiffs, led by NECA-IBEW Pension Fund (The Decatur Plan), uncovered evidence unknown not only to shareholders, but to the Del Monte board of directors itself. Noting that plaintiffs’ counsel “have an established track record of generating meaningful results in this Court,” the Chancery Court held that “it was only through the effective use of discovery that the plaintiffs were able to ‘disturb[] the patina of normalcy surrounding the transaction.’” The court elaborated: “Lead Counsel engaged in hard-nosed discovery to penetrate and expose problems with practices that Wall Street considered ‘typical.’” In re Del Monte Foods Co. S’holders Litig., No. 6027-VCL (Del. Ch.).

Our Delaware Practice Group

Christopher H. Lyons, the head of the Firm’s Wilmington office, has litigated extensively in Delaware state courts throughout his career, having tried cases on behalf of both plaintiffs and defendants in the Delaware Court of Chancery. Notable recoveries in his time at Robbins Geller include Goldstein v. Denner (Bioverativ), where Robbins Geller obtained an $84 million partial settlement and is preparing to try the remaining claims. Before joining Robbins Geller, Chris clerked for Vice Chancellor J. Travis Laster of the Delaware Court of Chancery and practiced at a prominent defense-side Delaware law firm. Chris now applies the expertise he gained from those experiences to help investors uncover wrongful conduct and recover the money and other remedies to which they are rightfully entitled. Chris splits his time between the Firm’s Nashville and Wilmington offices. Chris also guest lectures on mergers and acquisitions litigation at the New York University School of Law and at University of Pennsylvania Carey Law School. Read full bio.

Tayler D. Bolton is an associate in the Wilmington office, prosecuting breach of fiduciary duty actions on behalf of investors with a focus on matters before the Delaware Court of Chancery. As a corporate governance attorney, Tayler has helped secure a $180 million monetary recovery, along with the departure of six board of director defendants and other meaningful governance reforms, surrounding an illicit bribery scheme. She has also brought statutory challenges surrounding insider-entrenching voting provisions by evening the playing field for minority investors through reformed voting procedures and other governance protections. Before entering practice, Tayler served as a law clerk for the Honorable Diane Clarke-Streett in the Superior Court of the State of Delaware. Through election by her peers, she also served as the Conduct Court Justice of the Emory Law Student Bar Association and was appointed as the Attorney General for Emory University’s campus at large. Read full bio.

Randall J. Baron is often recognized as one of the leading Delaware corporate litigators in the nation by the court, his peers, and publications such as The National Law Journal, Chambers USA, and Martindale-Hubbell. For almost two decades, Randy has headed up a team of lawyers whose accomplishments include obtaining instrumental rulings both at injunction and trial phases, and establishing liability of financial advisors and investment banks. Randy served as one of the lead counsel in both the Dole Foods and Del Monte Foods cases. Randy and co-counsel obtained nearly $110 million total recovery for shareholders in In re Rural/Metro Corp. S’holders Litig. Randy also teaches merger and acquisition litigation at New York University School of Law and University of Pennsylvania Carey Law School and frequently guest lectures at law schools throughout the country, including Stanford Law School and Harvard Law School. Read full bio.

Travis E. Downs III is a Robbins Geller partner specializing in complex shareholder derivative actions. He has litigated high-profile shareholder derivative actions involving Wells Fargo, Google, and Home Depot. Travis led a team of lawyers who successfully prosecuted dozens of stock option backdating derivative actions in federal and state courts across the country, resulting in hundreds of millions in disgorgements and extensive corporate governance enhancements, including majority voting for directors and shareholder nominated directors. Travis was also part of the litigation team that obtained a $67 million settlement in a shareholder derivative action alleging that Wells Fargo participated in the mass-processing of home foreclosure documents by engaging in widespread robo-signing. Travis is a frequent speaker at conferences and seminars and has lectured on a variety of topics related to shareholder derivative and class action litigation. Read full bio.

Chad Johnson led the Robbins Geller litigation team that achieved the $1 billion recovery in the Dell case. A former Deputy Attorney General for the State of New York and Chief of the New York Investor Protection Bureau, Chad has been litigating complex securities and breach of fiduciary duty actions for over 30 years. In addition to the record-setting Dell case, Chad helped lead cases such as WorldCom (more than $6 billion recovered for shareholders), Wachovia ($627 million recovered for shareholders), Williams ($311 million recovered for shareholders), and Washington Mutual ($208 million recovered for shareholders). Before joining Robbins Geller, Chad chaired the Institutional Investor Litigation Practice at a major law firm. Chad has successfully tried cases in federal and state courts, in the Delaware Court of Chancery, and in arbitration tribunals in the United States and overseas. Chad’s practice includes handling significant fiduciary duty litigations in Delaware and elsewhere. Read full bio.

Noam Mandel, a partner, has extensive experience in all aspects of litigation on behalf of investors, including serving as counsel in notable fiduciary breach class and derivative actions before the Delaware Court of Chancery. These actions include the groundbreaking fiduciary duty litigation challenging the CVS/Caremark merger (Louisiana Municipal Police Employees’ Retirement System v. Crawford), which resulted in more than $3.3 billion in additional consideration for Caremark shareholders. Noam served as counsel in In re Dell Techs. Inc. Class V S’holders Litig. Noam has also served as counsel in numerous outstanding securities litigation recoveries, including in In re Nortel Networks Corporation Sec. Litig. ($1.07 billion shareholder recovery), Ohio Public Employees Retirement System v. Freddie Mac ($410 million shareholder recovery), and In re Satyam Computer Services, Ltd. Sec. Litig. ($150 million shareholder recovery). Read full bio.

Delaware Judicial Commendations for Robbins Geller

Please keep in mind that prior results do not guarantee a similar outcome in another case.

“The plaintiff settled this class action on the eve of trial in exchange for defendants’ agreement to pay $1 billion in cash. The ‘b’ is not a typo. It is the largest cash recovery ever obtained by a representative plaintiff in this court.”

Delaware Chancery Court
In re Dell Techs. Inc. Class V S’holders Litig., 2023 WL 4864861, at *1 (Del. Ch. July 31, 2023).

“[S]ince the inception of this litigation, plaintiffs and their counsel have vigorously prosecuted the claims brought on behalf of the class. . . . When Vice Chancellor Laster appointed lead counsel, he effectively said: Go get a good result. And counsel took that to heart and did it. . . . The proposed settlement was the product of intense litigation and complex mediation. . . . [Robbins Geller has] only built a considerable track record, never burned it, which gave them the credibility necessary to extract the benefits achieved.”

Delaware Chancery Court
In re Calamos Asset Mgmt., Inc. S’holder Litig., No. 2017-0058-JTL, Transcript at 87, 93, 95, 98 (Del. Ch. Apr. 25, 2019).

“The settlement achieved here is, in short, impressive. . . . This litigation was hard fought. The issues were complex. . . . Plaintiffs’ lead counsel here are among the most highly respected practitioners in this Court with a reputation for exacting substantial awards for the classes that they represent. . . . Again, the benefit was outstanding. . . . Counsel, this was an interesting case. I know you worked really hard on it. Fantastic result.”

Delaware Chancery Court
City of Warren Gen. Emps.’ Ret. Sys. v. Roche, No. 2019-0740-PAF, Transcript at 26-29 (Del. Ch. Oct. 5, 2022).

Contact Us

(302) 467-2660

1521 Concord Pike
Suite 301
Wilmington, DE 19803