David’s practice focuses on corporate and alternative entity litigation before the Delaware Court of Chancery with a particular emphasis on shareholder class and derivative actions, appraisal cases, and shareholder activism lawsuits.
In addition, David advises boards of directors and special committees of directors on all aspects of Delaware corporate law, including related party transactions with controlling shareholders and directors, mergers and acquisitions, proxy and consent solicitations, and shareholder derivative demands. As lead or co-lead counsel, he has successfully argued and tried cases concerning fiduciary duties, corporate governance, and breach of contract issues.
He has been recognized in The Legal 500 US for his M&A litigation work, recognized by Chambers USA for his Chancery work, and also selected for inclusion in The Best Lawyers in America for Delaware.
Experience
Represented HealthNow Holdings, Inc. in a multi-defendant case concerning breach of fiduciary duties. Silverberg v. Padda, et al., 2019 WL 4566909
Represented NRC Group Holdings Corp. in a suit challenging the company’s planned merger with U.S. Ecology Inc. SBTS, LLC, v. NRC Group Holdings Corp., et al., Del. Ch., C.A. No. 19-0566-JTL
Represented True Value Company and its board of directors in action in the Delaware Court of Chancery challenging a corporate transaction. Successfully argued in opposition to plaintiff’s motion seeking to enjoin corporate transaction. Standard Plumbing Supply Co., Inc. v. John Hartman, et al., C.A. No. 2018-0257-JRS
Represented venBio Select Advisors LLC in connection with its proxy solicitation to elect a majority of the board of directors of Immunomedics, Inc. Successfully argued a motion for a temporary restraining order enjoining the consummation of a license agreement between Immunomedics and Seattle Genetics, Inc. in Chancery Court action. Represented a shareholder activist and assisted the activist in electing a majority of the board. venBio Select Advisors LLC v. Goldenberg, et al., C.A. No. 2017-0108 (Del. Ch. March 9, 2017)
Represented members of the Conflicts Committee of Regency Energy Partners LP in an action in the Delaware Court of Chancery challenging Regency’s merger with Energy Transfer Partners, L.P. Dieckman v. Regency GP, L.P., et al., C.A. No. 11130-CB
Represented John Q. Hammons Hotels, Inc., its board of directors and Atrium LLC in a breach of fiduciary duty trial in the Court of Chancery.
Represented Cadbury Schweppes plc, The Carlyle Group L.P., and Dr Pepper Bottling Company of Texas in breach of fiduciary duty and appraisal trial in the Court of Chancery.
Represented CA, Inc. in a trial before the Court of Chancery involving a breach of contract claims against Ingres Corporation.
Represented Conflicts Committee of Crestwood Gas Services G.P., LLC in litigation challenging merger with Inergy Midsream L.P.
Represented Constellation Energy Partners LLC in Court of Chancery lawsuit challenging transaction with Sanchez Oil & Gas Corporation.
Represented Inergy, L.P. in Court of Chancery action challenging merger between Inergy, L.P. and Inergy Holdings, L.P.
Served as counsel to Icahn Associates and High River Limited Partnership in litigation brought against Hallwood Realty, LLC and its directors in connection with tender offer for all of the outstanding units of Hallwood Realty Partners L.P.
Represented Pan American Energy Corporation in jury trial in the Delaware Superior Court.
Represented Special Committee of Methode Electronics, Inc. in shareholder class action brought in the Delaware Court of Chancery challenging conflict transaction.
Served as counsel to the directors of eUniverse, Inc. in breach of fiduciary duty trial before the Delaware Court of Chancery.
News & Insights
Client Alert, 02.18.2025On Monday, February 17, 2025, the General Assembly publicly released proposed amendments to the Delaware General Corporation Law (“DGCL”). The amendments, which we refer to as the “Balancing Amendments,” are intended to rebalance certain aspects of Delaware law relating to conflict transactions, controlling stockholder liability, and books and records demands.
Honors & Recognitions
Chambers USA: Guide to America’s Leading Lawyers, ranked in Delaware Chancery, since 2021
The Legal 500 US, recommended in M&A litigation, 2016, 2020, 2023, 2024
Benchmark Litigation, listed for Delaware litigation, since 2013
The Best Lawyers in America, listed in Delaware commercial and corporate litigation, since 2008
Professional & Civic
American Bar Association (Business Law and Litigation Sections)
Delaware State Bar Association
Education
Georgetown University Law Center, JD, magna cum laude, 1993
Wharton School of the University of Pennsylvania, BS, economics, magna cum laude, 1990
Admissions
- Delaware, 1993