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Fundamentals of Delaware Limited Liability Companies


Speaker(s): Craig D. Grear, Elena C. Norman, John J. Paschetto, Tammy L. Mercer
Recorded on: May. 4, 2015
PLI Program #: 144925

Craig is the Chair of Young Conaway's Business Planning and Transactions Section. He began private practice in 1989 and concentrates primarily in the commercial transactions area with a focus on both mergers and acquisitions and use of Delaware entities, including structuring complex commercial transactions and rendering legal opinions with respect to business entities, transactional issues and tax matters. 

Memberships and Affiliations

  • Delaware State Bar Association, Tax Section, Past Chairman; Subcommittee on Alternative Entities, Member

Education

  • Georgetown University Law Center, J.D.
  • Georgetown University, B.S.B.A.

Bar Admissions

  • Delaware
  • Pennsylvania


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

Education

  • 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.

DISTINCTIONS

  • 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)


Tammy has been on the forefront of the development of alternative entity law, and clients trust and depend on her deep knowledge and experience to help them navigate the complexities of that evolving area of law.  She speaks frequently on relevant issues and topics and has litigated many of the leading cases in this area.  She also has broad experience litigating a variety of corporate disputes. She is trusted by her clients to navigate the complexities involved in litigating cases involving alternative entities and corporations and to effectively prepare and present arguments on their behalf. Clients rely on her creativity and ability to focus on the critical issues at each stage of the litigation to help them formulate an effective litigation strategy and to achieve optimal results.

Focus:

• Disputes related to alternative entities, including limited partnerships and limited liability companies, involving breach of fiduciary duties and the elimination or limitation of such duties, breaches of the implied covenant of good faith and fair dealing, books and records actions, control and buyout and dissolution and winding up.

• Disputes involving corporate mergers and acquisitions, going private transactions, proxy contests, valuation and appraisal issues, indemnification and advancement proceedings and stockholder access to books and records.

• Disputes involving trade secret misappropriation and non-competition agreements.

Education
Villanova University Charles Widger School of Law  (J.D., summa cum laude)
Kutztown University  (B.S.)

Memberships and Affiliations
Delaware State Bar Association, Subcommittee on Alternative Entities, Member
Chair of ABA LLCs, Partnerships and Unincorporated Entities Litigation Subcommittee
Member, Steering Committee Villanova University Charles Widger School of Law Alumnae Association
Member, ALI CLE Corporate Law/Entities Advisory Panel