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.
- 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 a $124 million recovery on behalf of investors. 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.
Jason M. Avellino is Of Counsel in the Firm’s Wilmington office. He focuses his practice on corporate governance, shareholder rights, and complex securities litigation. Before joining Robbins Geller, Jason practiced at a prominent Delaware law firm, where he was a significant part of litigation teams that achieved substantial recoveries and meaningful governance reforms for investors. He also spent more than a decade representing major product manufacturers, contractors, marine terminal operators, retail establishments, and sports venues (including several Fortune 500 companies) in the evaluation and defense of commercial matters and civil lawsuits. During that time, Jason was a member of the International Association of Defense Counsel (IADC), a group of approximately 2,500 invitation-only, peer-reviewed members comprised of the world’s leading corporate and insurance lawyers and insurance executives. 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 Of Counsel to Robbins Geller, 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.
David A. Knotts is a partner who focuses his practice on securities class action litigation in the context of mergers and acquisitions, representing both individual shareholders and institutional investors. David has been counsel of record for shareholders on a number of significant recoveries in courts throughout the country, including In re Rural/Metro Corp. S’holders Litig. (nearly $110 million total recovery, affirmed by the Delaware Supreme Court in RBC v. Jervis), In re Del Monte Foods Co. S’holders Litig. ($89.4 million), Websense ($40 million), In re Onyx S’holders Litig. ($30 million), and Joy Global ($20 million). Websense and Onyx are both believed to be the largest post-merger class settlements in California state court history. In addition to ongoing litigation work, David has taught a full-semester course on M&A litigation at the University of California Berkeley School of Law. Read full bio.
Erik W. Luedeke is a partner specializing in breach of fiduciary duty and securities fraud litigation. Erik’s shareholder derivative practice focuses on litigating breach of fiduciary duty and related claims on behalf of corporations and shareholders injured by wayward corporate fiduciaries. Notable shareholder derivative actions which he recently prosecuted include In re Community Health Sys., Inc. S’holder Derivative Litig. ($60 million in financial relief and unprecedented corporate governance reforms), In re Lumber Liquidators Holdings, Inc. S’holder Derivative Litig. ($26 million in financial relief plus substantial governance), and In re Google Inc. S’holder Derivative Litig. ($250 million in financial relief to fund substantial governance). Erik’s practice also includes the prosecution of complex securities class action cases on behalf of aggrieved investors. Erik was a member of the litigation team in Jaffe v. Household Int’l, Inc., No. 02-C-5893 (N.D. Ill.), that resulted in a record-breaking $1.575 billion settlement after 14 years of litigation, including a six-week jury trial ending in a plaintiffs’ verdict. 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 the 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., 300 A.3d 679, 685 (Del. Ch. 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