Catherine G. Dearlove

Director

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Overview

“Responsive, business-minded and client-focused” (Chambers USA), Catherine Dearlove has appeared as lead or co-counsel in many notable cases in the Court of Chancery and the Delaware Supreme Court.

“An incisive and clear thinker,” “a master of case strategy,” and “a really fabulous lawyer” (Chambers USA), she represents 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, 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 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.

PRACTICES

Arbitration & Mediation
Corporate & Chancery Litigation
Corporate Transactions
Corporate Governance
Mergers & Acquisitions
Special Committees & Investigations
Limited Liability Company & Partnership Advisory
Commercial Litigation

Select Experience

Counsel to Blue Apron in Salzberg v. Sciabacucchi, the Delaware Supreme Court case which confirmed the validity of Federal Forum Provisions
Counsel to Wells Fargo in derivative litigation in the Court of Chancery and related books and records proceedings
Advised the board of directors of several Fortune 500 companies on review of their processes and procedures concerning regulatory oversight, risk management and other corporate governance issues.
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
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

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

Publications

Court of Chancery Permits $4.3 Billion Interim Distribution in Altaba Dissolution

Delaware Business Court Insider | November 4, 2020

In In re Altaba, the Delaware Court of Chancery, ruling at a preliminary stage of the dissolution process, authorized Altaba Inc. to make an interim liquidating distribution of up to $4.3 billion to its stockholders. Vice Chancellor J. Travis Laster’s opinion is noteworthy because it is one of the few opinions to authorize an interim distribution…

Delaware Supreme Court Validates Federal Forum Selection Provisions

Insights | May 2020

In a landmark opinion, Salzberg v. Sciabacucchi, the Delaware Supreme Court, reversing the Delaware Court of Chancery’s decision, confirmed the facial validity of so-called federal forum selection provisions in certificates of incorporation of Delaware corporations. The Court’s opinion is significant not only for its key holding but also for the substantial guidance it provides with regard…

Contributor, The Directors’ Handbook

2017

Absence of Claim of Wrongdoing Can Defeat Books and Records Demands

Insights | November 2016

In recent years, as potential stockholder plaintiffs have begun to heed the advice of the Delaware Supreme Court to use the “tools at hand” to investigate potential corporate wrongdoing before filing derivative litigation, use of Section 220 books and records demands has become a routine precursor to derivative litigation. The announcement of an adverse corporate event…

Proxy Access by Private Ordering: A Review of the 2012 and 2013 Proxy Seasons

The Business Lawyer | November 2013

Although the process of selecting corporate directors is described in terms that track the political election process—director “candidates” are “nominated” and “elected,” just as political representatives are—there have always been significant differences between political and corporate elections.

Mitigating Financial Adviser Conflicts With Second Adviser

Delaware Business Court Insider | August 28, 2013

Financial adviser conflicts, whether arising from prior relationships or from the financial adviser’s interest in providing buy-side financing, have been a focus in M&A litigation for several years.

What To Do About Informational Conflicts Involving Designated Directors

The Practical Lawyer | April 2011

When a stockholder obtains director designation rights, the key to avoiding or mitigating potential informational conflicts involving the designated director is to consider these issues and balance allegiances at the outset of the transaction.

Loyal to Whom? Recent Delaware Decisions Clarify Common Stockholders Are Primary Beneficiaries of Directors’ Fiduciary Duties

Deal Lawyers | May-June 2010

Delaware case law has long discussed the directors’ fiduciary duties of care and loyalty to the corporation and its stockholders in absolute terms.

Leadership

Attorneys’ Liability Assurance Society, Ltd., Board of Directors
American Bar Association, Business Law Section
- Contractual Governance of Business Entities Joint Task Force, Founding Co-Chair
- Corporate Governance Committee, Delaware Affairs Sub-Committee, Co-Chair
Delaware Law Developments, Practicing Law Institute, Co-chair, 2018-present
Delaware Museum of Natural History, Board of Trustees, 2008-2011, 2013-2019

Pro Bono Activities

Child Attorney, Delaware’s Office of the Child Advocate, 2006-2015
Mothers2Mothers International, Inc., 2008-2013

Recognition

American College of Governance Counsel, Fellow
Chambers USA, since 2010
The Legal 500, since 2016
Lawdragon 500 Leading Litigators in America, 2024, 2023
Lawdragon 500 Leading Dealmakers in America, Corporate Governance, 2024, 2023, 2022
Lawdragon 500 Leading Lawyers in America, 2018, 2017
Benchmark Litigation, since 2012
Benchmark Top 250 Women in Litigation, 2017, 2016, 2015, 2014, 2013
The Best Lawyers in America, since 2013
Super Lawyers, since 2013

Bar Admissions

Delaware, 1994

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