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August 2015 Amendments to the DGCL: Critical Changes Concerning Forum Selection and Fee Shifting Bylaws in Delaware


Speaker(s): David E. Ross, Elena C. Norman, James M. Yoch, Jr.
Recorded on: Oct. 16, 2015
PLI Program #: 162063

David, an experienced trial lawyer, has litigated numerous high profile corporate and commercial cases, trade secret misappropriation disputes, and trust contests. David has extensive first-chair experience litigating claims for injunctive relief and expedited trials on the merits, as well as other corporate and complex commercial disputes, in the Court of Chancery, the Supreme Court of Delaware, and other courts across the country.

David has served as lead trial counsel in multiple trials both in the Court of Chancery and in other courts. Most recently, David served as lead trial counsel in an Kerbawy v. McDonald, an expedited trial concerning control of a substantial, privately held medical device company. After trial, the Court entered judgment for the Firm's client on both his affirmative claims, confirming that his slate was properly elected as the company's board of directors, and the defendants' counterclaim that our client tortiously interfered with certain agreements in connection with his consent solicitation. David also recently served as lead trial counsel for the defendants in a three-day trial concerning ownership of a hedge fund, after which the Court adopted the defendants' theory of the case and awarded the plaintiff less then two percent of his pretrial settlement demand. In addition, David served as lead trial counsel for the plaintiff in a seven-day trial in Titan Investment Fund II, LP v. Freedom Mortgage Corp., on a breach of contract claim arising out of the failure to close a $100 million loan facility.

David's expedited litigation experience includes defending stockholder challenges to pending transactions, corporate control disputes, busted deal litigation, and summary statutory proceedings. David recently led the defense of Enterprise Products in litigation arising out of its $6 billion acquisition of Oiltanking Partners. Shortly after the Court of Chancery denied expedition of a purported class action on the grounds that the claims were not colorable, the plaintiff voluntarily dismissed the action.

David's current matters including serving as lead counsel for the directors of Facebook in a lawsuit in the Court of Chancery challenging their compensation.

David has also served as lead Delaware counsel in several high-profile disputes. Most recently, David served as the lead Delaware trial counsel with Kirkland & Ellis in an appraisal trial arising out of the $6.9 billion acquisition of BMC Software.

And David has substantial experience as lead appellate counsel in appeals both inside and outside of Delaware. David has argued four appeals in the Delaware Supreme Court, as well as appeals in other state appellate courts.

A member of the Court of Chancery Rules Committee, David has written and spoken about issues of corporate law and trial practice. David has spoken at both Harvard University Law School and Columbia University Law School on strategy in high stakes Court of Chancery litigation. David's articles on corporate law issues include Managing Litigation Risk in Single-Bidder Transactions (M&A Lawyer 2013) and Retracing Delaware's Corporate Roots Through Recent Decisions: Corporate Foundations Remain Stable While Judicial Standards of Review Evolve (Delaware Law Review 2010). In the area of trial practice, David focuses upon issues of particular importance to Court of Chancery practitioners. His article Special Considerations in Bench Trials was recently published in the trial practice journal of the American Bar Association. In 2010, David spoke about "Arguing TROs and Preliminary Injunctions" at the American Bar Association Section of Litigation Annual Conference in New York City.

David serves as the co-chair of the Delaware Corporate Litigation subcommittee of the ABA Litigation Section's Commercial and Business Litigation Committee.

Before becoming a founding partner of the firm, David was a partner at Connolly Bove Lodge & Hutz LLP, where his practice focused on corporate and commercial disputes in the Delaware Court of Chancery. From 2001 through 2008, David was a partner at Kellogg, Huber, Hansen, Todd, Evans & Figel, P.L.L.C., where he litigated in trial and appellate courts throughout the country, including numerous cases in the Court of Chancery.

Professional Affiliations

  • American Bar Association
  • Delaware State Bar Association
  • District of Columbia Bar Association
  • Maryland State Bar Association

Honors

  • Martindale Hubbell AV® Preeminent™ Peer Review Rated Attorney in Corporate Law, Litigation and Business Law

Articles and Memos

News & Speaking Engagements

Education

Columbia University, J.D., 1995

  • Thomas E. Dewey Prize for best brief in honors moot court competition
  • Lawrence S. Greenbaum Prize for best oral argument in honors moot court competition
  • James A. Elkins Prize in Constitutional Law
  • Member, Journal of Law and Social Policy
  • Harlan Fiske Stone Scholar, 3 years

Johns Hopkins University, B.A., 1994

Professional Experience

Connolly Bove Lodge & Hutz LLP, Partner, 2008-2011

Kellogg, Huber, Hansen, Todd, Evans & Figel, P.L.L.C., Partner, 2001-2008, Associate, 1998-2000

Latham & Watkins, Litigation Associate, 1995-1998

Admissions

Delaware, 2008

District of Columbia, 1996

New Jersey, 1995

Maryland, 1995

Supreme Court of the United States, 2001

United States Court of Appeals for the Third Circuit, 2014

United States Court of Appeals for the District of Columbia Circuit, 2007

United States Court of Appeals for the Sixth Circuit, 2002

United States District Court for the District of Delaware, 2009

United States District Court for the District of Columbia, 1998

United States District Court for the District of New Jersey, 1998

United States District Court for the District of Maryland, 1996


Mr. Yoch practices primarily in the Court of Chancery of the State of Delaware with a focus on corporate litigation. Mr. Yoch has worked on matters involving corporate governance, valuation and appraisal, mergers and acquisitions, proxy contests, indemnification and advancement, and stockholder requests for access to books and records. He also has experience in litigation involving expedited injunctive relief, trade secrets, intellectual property, and complex contractual disputes in the Court of Chancery.

During law school, Mr. Yoch served as Lead Executive Editor of the Journal of Law and Commerce and as a senior editor of JURIST. Mr. Yoch worked as a teaching assistant in the Legal Analysis and Writing program at the University of Pittsburgh School of Law. Mr. Yoch also completed externships for the Honorable Joy Flowers Conti of the United States District Court for the Western District of Pennsylvania and the Honorable John T. J. Kelly, Jr., of the Superior Court of Pennsylvania.

Distinctions

  • Order of the Coif
  • W. Edward Sell Award

Memberships and Affiliations

  • American Bar Association, Member
  • Delaware State Bar Association, Member
  • Richard S. Rodney American Inn of Court, Associate

Related Information

  • Overview
  • Events

Related Services

  • Corporate Counseling and Litigation

Education

  • University of Pittsburgh School of Law, J.D., cum laude
  • Saint Joseph’s University, B.A., magna cum laude, English

Bar Admissions

  • Delaware
  • Pennsylvania

Clerkships

  • Honorable Donald F. Parsons, Jr., Vice Chancellor, Court of Chancery of the State of Delaware

Court Admissions

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

Prior Employment

Prior to law school, Mr. Yoch worked as a consultant at a Fortune 500 information technology services company, where he helped implement global content and knowledge management systems.


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)