Catherine G. Dearlove

Director

302.651.7788
302.498.7788 (fax)
dearlove@rlf.com
“A master of case management strategy” (Chambers USA), Catherine Dearlove has a wealth of experience advising clients on corporate governance and fiduciary duty issues, both in the courtroom and in the boardroom. She has appeared as lead or co-counsel in many notable cases in the Court of Chancery and the Delaware Supreme Court, representing Delaware corporations, LLCs, limited partnerships, and their officers, directors, and managers in M&A disputes, derivative and class actions, and corporate control disputes.
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Select Experience

  • Co-lead trial counsel for plaintiff bondholder in Quadrant Structured Products Corp. v. Vertin, et al., the first creditor derivative action in the Court of Chancery since the Delaware Supreme Court’s Gheewalla decision confirmed creditor derivative standing; after trial, defendants made a multimillion-dollar payment to partially moot plaintiff’s claims
  • Counsel for JPMorgan Chase & Co. and its directors and officers in multiple derivative actions in the Court of Chancery and the Delaware Supreme Court and related books and records proceedings
  • Successfully negotiated a comprehensive resolution of internal control disputes between co-founders of a leading venture capital investment fund
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“A master of case management strategy” (Chambers USA), Catherine Dearlove has a wealth of experience advising clients on corporate governance and fiduciary duty issues, both in the courtroom and in the boardroom. She has appeared as lead or co-counsel in many notable cases in the Court of Chancery and the Delaware Supreme Court, representing Delaware corporations, LLCs, limited partnerships, and their officers, directors, and managers in M&A disputes, derivative and class actions, and corporate control disputes.

Catherine’s clients also rely on her advice regarding complex corporate governance and fiduciary issues, considering her “responsive, business-minded and client-focused” and praising her “experience, judgment, and skills both in and out of the courtroom” (Chambers USA). In addition, Catherine advises special committees in internal investigations and transactional matters, has served as a party-appointed neutral arbitrator, and has testified as an expert witness on Delaware corporate law issues.

Catherine is vice chair of Richards Layton’s Corporate Department. She is a frequent panelist and speaker at professional conferences addressing issues of Delaware corporate law and governance, and has published articles and book chapters on current topics in Delaware corporate law.

Experience

  • Co-lead trial counsel for plaintiff bondholder in Quadrant Structured Products Corp. v. Vertin, et al., the first creditor derivative action in the Court of Chancery since the Delaware Supreme Court’s Gheewalla decision confirmed creditor derivative standing; after trial, defendants made a multimillion-dollar payment to partially moot plaintiff’s claims
  • Counsel for JPMorgan Chase & Co. and its directors and officers in multiple derivative actions in the Court of Chancery and the Delaware Supreme Court and related books and records proceedings
  • Successfully negotiated a comprehensive resolution of internal control disputes between co-founders of a leading venture capital investment fund
  • Advised and represented multiple corporations in connection with the validation of defective stock issuances pursuant to Sections 204 and 205 of the DGCL
  • Represented News Corp. and its directors in derivative litigation arising from the U.K. phone-hacking scandal
  • Defended the founder and CEO of Craigslist through trial in litigation arising from eBay’s investment in Craigslist
  • Defended the conflicts committee of a master limited partnership in litigation in the Court of Chancery and Delaware Supreme Court
  • Defended boards of numerous public companies in class action litigation challenging mergers and acquisitions, including through expedited applications for preliminary injunctions, post-closing litigation, and appraisal proceedings
  • Advised several special litigation or demand committees formed to investigate stock-option backdating allegations
  • Represented a privately held asset management company in litigation that confirmed the enforceability of its stock transfer restrictions
  • Represented Cumberland Farms and two of its stockholders in successfully petitioning for appointment of a custodian and negotiated corporate governance changes to permanently resolve a long-standing shareholder deadlock
  • Testified as an expert witness on Delaware corporate and commercial law issues in litigation in the Republic of Chile

Publications

  • "Delaware Supreme Court Validates Federal Forum Selection Provisions," Insights, May 2020
  • Contributor, The Directors' Handbook, 2017
  • "Absence of Claim of Wrongdoing Can Defeat Books and Records Demands," Insights, November 2016   View >
  • "Proxy Access by Private Ordering: A Review of the 2012 and 2013 Proxy Seasons," The Business Lawyer, November 2013   View >
  • "Mitigating Financial Adviser Conflicts With Second Adviser," Delaware Business Court Insider, August 28, 2013   View >
  • "What To Do About Informational Conflicts Involving Designated Directors," The Practical Lawyer, April 2011   View >
  • "Loyal to Whom? Recent Delaware Decisions Clarify Common Stockholders Are Primary Beneficiaries of Directors' Fiduciary Duties," Deal Lawyers, May-June 2010   View >

Presentations

  • "Delaware Law Developments 2018: What All Business Lawyers Need to Know," May 24, 2018
  • "ABA Business Law Section Fall Meeting," November 17, 2017
  • "ABA Business Law Section Annual Meeting," September 16, 2017
  • "Delaware Law Developments 2017: What All Business Lawyers Need to Know," July 21, 2017
  • "ABA Business Law Section Spring Meeting," April 6, 2017
  • "Society for Corporate Governance - Southeastern Chapter Annual Meeting and Conference," October 6, 2016
  • "ABA Business Law Section Annual Meeting," September 7, 2016
  • "The Delaware Seminar Series," Moderator, May 12, 2016
  • "Cognitive Bias in the Boardroom," Panelist and Moderator, ABA Business Law Section, April 7, 2016
  • "Governance Regulations Under Dodd-Frank," Panelist, ABA Business Law Section, September 11, 2014
  • "Trends in Merger Litigation 2013: Corporate, Litigation, and Judicial Perspectives," March 5, 2013
  • "Hot Issues in Executive Compensation 2011," April 19, 2011
  • "Balancing Allegiances in the Boardroom," November 4, 2010

Awards

  • Fellow, American College of Governance Counsel, 2017
  • Lawdragon 500 Leading Lawyers in America, 2018, 2017 
  • Chambers USA, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011, 2010
  • The Legal 500, Leading Lawyer, 2020, 2019, 2018, 2017, 2016
  • Benchmark Litigation, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012
  • Benchmark Top 250 Women in Litigation, 2017, 2016, 2015, 2014, 2013
  • The Best Lawyers in America, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013
  • Super Lawyers, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013

Leadership

  • American Bar Association, Business Law Section, Contractual Governance of Business Entities Joint Task Force, Founding Co-Chair
  • American Bar Association, Business Law Section, Corporate Governance Committee, Vice-Chair
  • Delaware Museum of Natural History, Trustee 2008-2011, 2013-2019

Education

  • J.D., with distinction, Stanford Law School, 1994
  • B.S.F.S., magna cum laude, Georgetown University, 1991

Admitted to Practice

  • Delaware, 1994

Pro Bono Activities

  • Mothers2Mothers International, Inc., 2008-2013
  • Guardian ad Litem, Office of the Child Advocate, 2006-2015

Practices

  • Chancery / Corporate Litigation
  • Special Committees
  • Corporate Advisory and Governance
  • Limited Liability Company and Partnership Advisory

Experience

  • Co-lead trial counsel for plaintiff bondholder in Quadrant Structured Products Corp. v. Vertin, et al., the first creditor derivative action in the Court of Chancery since the Delaware Supreme Court’s Gheewalla decision confirmed creditor derivative standing; after trial, defendants made a multimillion-dollar payment to partially moot plaintiff’s claims
  • Counsel for JPMorgan Chase & Co. and its directors and officers in multiple derivative actions in the Court of Chancery and the Delaware Supreme Court and related books and records proceedings
  • Successfully negotiated a comprehensive resolution of internal control disputes between co-founders of a leading venture capital investment fund
  • Advised and represented multiple corporations in connection with the validation of defective stock issuances pursuant to Sections 204 and 205 of the DGCL
  • Represented News Corp. and its directors in derivative litigation arising from the U.K. phone-hacking scandal
  • Defended the founder and CEO of Craigslist through trial in litigation arising from eBay’s investment in Craigslist
  • Defended the conflicts committee of a master limited partnership in litigation in the Court of Chancery and Delaware Supreme Court
  • Defended boards of numerous public companies in class action litigation challenging mergers and acquisitions, including through expedited applications for preliminary injunctions, post-closing litigation, and appraisal proceedings
  • Advised several special litigation or demand committees formed to investigate stock-option backdating allegations
  • Represented a privately held asset management company in litigation that confirmed the enforceability of its stock transfer restrictions
  • Represented Cumberland Farms and two of its stockholders in successfully petitioning for appointment of a custodian and negotiated corporate governance changes to permanently resolve a long-standing shareholder deadlock
  • Testified as an expert witness on Delaware corporate and commercial law issues in litigation in the Republic of Chile

Education

  • J.D., with distinction, Stanford Law School, 1994
  • B.S.F.S., magna cum laude, Georgetown University, 1991

Publications

  • "Delaware Supreme Court Validates Federal Forum Selection Provisions," Insights, May 2020
  • Contributor, The Directors' Handbook, 2017
  • "Absence of Claim of Wrongdoing Can Defeat Books and Records Demands," Insights, November 2016   View >
  • "Proxy Access by Private Ordering: A Review of the 2012 and 2013 Proxy Seasons," The Business Lawyer, November 2013   View >
  • "Mitigating Financial Adviser Conflicts With Second Adviser," Delaware Business Court Insider, August 28, 2013   View >
  • "What To Do About Informational Conflicts Involving Designated Directors," The Practical Lawyer, April 2011   View >
  • "Loyal to Whom? Recent Delaware Decisions Clarify Common Stockholders Are Primary Beneficiaries of Directors' Fiduciary Duties," Deal Lawyers, May-June 2010   View >

Presentations

  • "Delaware Law Developments 2018: What All Business Lawyers Need to Know," May 24, 2018
  • "ABA Business Law Section Fall Meeting," November 17, 2017
  • "ABA Business Law Section Annual Meeting," September 16, 2017
  • "Delaware Law Developments 2017: What All Business Lawyers Need to Know," July 21, 2017
  • "ABA Business Law Section Spring Meeting," April 6, 2017
  • "Society for Corporate Governance - Southeastern Chapter Annual Meeting and Conference," October 6, 2016
  • "ABA Business Law Section Annual Meeting," September 7, 2016
  • "The Delaware Seminar Series," Moderator, May 12, 2016
  • "Cognitive Bias in the Boardroom," Panelist and Moderator, ABA Business Law Section, April 7, 2016
  • "Governance Regulations Under Dodd-Frank," Panelist, ABA Business Law Section, September 11, 2014
  • "Trends in Merger Litigation 2013: Corporate, Litigation, and Judicial Perspectives," March 5, 2013
  • "Hot Issues in Executive Compensation 2011," April 19, 2011
  • "Balancing Allegiances in the Boardroom," November 4, 2010

Awards

  • Fellow, American College of Governance Counsel, 2017
  • Lawdragon 500 Leading Lawyers in America, 2018, 2017 
  • Chambers USA, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011, 2010
  • The Legal 500, Leading Lawyer, 2020, 2019, 2018, 2017, 2016
  • Benchmark Litigation, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012
  • Benchmark Top 250 Women in Litigation, 2017, 2016, 2015, 2014, 2013
  • The Best Lawyers in America, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013
  • Super Lawyers, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013

Leadership

  • American Bar Association, Business Law Section, Contractual Governance of Business Entities Joint Task Force, Founding Co-Chair
  • American Bar Association, Business Law Section, Corporate Governance Committee, Vice-Chair
  • Delaware Museum of Natural History, Trustee 2008-2011, 2013-2019