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Modifying and Eliminating Fiduciary Duties in Alternative Entities -- How Far Can You Go?

Speaker(s): Elena C. Norman, John J. Paschetto, Tammy L. Mercer
Recorded on: Dec. 11, 2014
PLI Program #: 127885

Tammy L. Mercer is a partner in the Wilmington, DE headquarters of Young Conaway Stargatt & Taylor, LLP specializing in complex corporate and alternative entity litigation.

She serves as Chair of the American Bar Association’s LLCs, Partnerships and Unincorporated Entities Litigation Subcommittee and is a member of the Delaware State Bar Association Subcommittee on Alternative entities

Ms. Mercer graduated summa cum laude from the Villanova University Charles Widger School of Law and is a member of the Order of the Coif.

Ms. Mercer speaks frequently on topics related to alternative entity and Delaware law, having litigated many of the leading cases in this area.

John focuses on governance issues faced by Delaware corporations, limited liability companies, and limited partnerships. He also serves on the committee of the Delaware State Bar Association responsible for proposing amendments to the Delaware Revised Uniform Limited Partnership Act, the Delaware Revised Uniform Partnership Act, and the Delaware Limited Liability Company Act.  John has contributed to several books on corporate takeovers and the limitation of director liability.  He is also the editor of Young Conaway's Delaware Transactional & Corporate Law Update.

Memberships and Affiliations

  • Delaware State Bar Association, Member, 1998-present
  • American Bar Association, Member, 1995-present
  • Harvard Law School Assoc. of Delaware, Treasurer, 2000-present


  • Harvard Law School, J.D., cum laude
  • University of Delaware, M.A.
  • Rutgers University, B.A., summa cum laude

Bar Admissions

  • Delaware
  • Court Admissions
  • U.S. District Court for the District of Delaware

Ms. Norman, the Vice-Chair of Young Conaway's Corporate Counseling and Litigation Section, has extensive experience litigating corporate and complex business disputes, primarily in the Delaware Court of Chancery. She has litigated numerous high profile actions involving derivative claims, contests for corporate control, M&A, governance, complex contracts, alternative entities, demands for books and records, and statutory appraisal/valuation disputes. In addition, Ms. Norman regularly counsels boards of directors and senior management on Delaware corporate law.

Ms. Norman has litigated patent and securities cases in the US District Court, and commercial cases in the US Bankruptcy Court and the Complex Commercial Litigation Division of the Delaware Superior Court.

Before attending Stanford Law School, Ms. Norman studied English Constitutional Law and Jurisprudence at Somerville College, Oxford University, and received a M.A. in Legal and Political Theory from University College London. She worked on law reform issues as a staff attorney for an NGO in Moscow, Russia.


  • Chambers USA - America's Leading Lawyers for Business, Delaware Court of Chancery
    Chambers USA describes Ms. Norman as "adept at handling litigation associated with M&A transactions and...also known for her handling of disputes involving limited liability companies and limited partnerships." Chambers notes Ms. Norman's "valuable" ability to "provide high-level strategic advice."
  • Delaware Today - Top Lawyers, International Law (2015-present)
  • Delaware Super Lawyers®, Top Rated Business Litigation (2017)