Megan’s practice focuses on corporate and commercial litigation in the Delaware Court of Chancery.

She represents clients as both lead and co-counsel in a wide range of matters including shareholder disputes, derivative actions, breach of fiduciary duty lawsuits, disputes resulting from mergers and acquisitions and proxy contests, as well as trade secret disputes. Megan also has significant experience representing clients in litigations regarding alternative entities, including limited liability companies, limited partnerships, master limited partnerships and statutory trusts. In addition, she advises corporate boards of directors and special committees concerning transactional and litigation issues including representations of special negotiating committees, demand review committees and special litigation committees. Megan serves as Practice Group Coordinator for Morris Nichols’ Corporate & Business Litigation Group. She has been recognized by The Legal 500 US for M&A litigation.

In 2015, Megan was appointed by the Delaware Supreme Court to serve on the Permanent Advisory Committee on Supreme Court Rules. She volunteers her time with the Office of the Child Advocate and is appointed to represent minor children as a guardian ad litem in the Delaware Family Court.

Experience

Ongoing representation of plaintiff sellers’ representative against buyer of business in post-closing contractual dispute. RSI Equity Partners LLC v. William Lyon Homes, Inc., C.A. No. N19C-07-043 WML (CCLD)

Ongoing representation of special committee directors in litigation challenging merger of GCI Liberty, Inc. with Liberty Broadband Corp. Hollywood Firefighters’ Pension Fund et al. v. GCI Liberty, Inc., et al., C.A. No. 2020-0880-SG

Representation of directors in litigation challenging issuance of stock awards. In re Investors Bancorp, Inc. S’holder Litig., Consol. C.A. No. 12327-VCS; Elburn v. Albanese, et al., C.A. No. 2019-0774-JRS

Co-counsel for defendants, including Ring.com, in dispute with ADT regarding certain rights to license or own technology developed by Zonoff, Inc. The matter settled after trial but before judgment.  ADT Holdings, Inc. v. Michael Harris and BOT Home Automation, Inc., d/b/a Ring.com, Del. Ch., C.A. No. 2017-0328-JTL

Co-lead counsel for Zohar II 2005-1, Limited and Zohar III, Limited (Zohar Funds) in litigation successfully seeking to remove Lynn Tilton as a director of three portfolio companies.  The court issued a post-trial opinion in favor of the Zohar Funds on all counts, rejecting the fundamental claims upon which Tilton alleged ownership of the multi-billion portfolio of equity owned by the Zohar funds.  Zohar II 2005-1, Ltd and Zohar III, Ltd v. FSAR Holdings, Glenoit Universal Ltd., UI Acquisition Holding Co.Lynn Tilton and Michael Ricciarelli, 2017 WL 5956877 (Del. Ch. Nov. 30, 2017)

Lead counsel representing former director in successful suit for advancement of litigation fees for cross-claims brought by defendant company.  Kolokotrones v. Ninja Metrics, Inc.,2017 WL 6450451 (Del. Ch. Dec. 18, 2017)

Represented Special Committee of Directors and TradingScreen in litigation brought by preferred stockholder regarding redemption rights involving the issue of the company’s funds legally available to make redemptions.  TCV VI, L.P. et al. v. TradingScreen Inc. et al., A. No. 10164-VCL

Lead Counsel representing Kate Spade & Company in appraisal action related to Coach, Inc.’s acquisition of Kate Spade.  Settlement to resolve litigation. In re Appraisal of Kate Spade & Company, C.A. No. 2017-0714-AGB

Represented certain director defendants of Terraform Power, Inc. and Terraform Global, Inc. in two derivative actions brought by stockholders asserting breach of fiduciary claims related to actions involving controlling stockholder SunEdison, Inc.  The matters were resolved through a court approved settlement. In re Terraform Power, Inc. Derivative Litig., Ch., Consol. C.A. No. 11898-CB; Aldridge v. Blackmore et al. and Terraform Global, Inc.,Del. Ch. C.A. No. 12196-CB

Co-counsel representing acquiror, Grupo FerroAtlantica, S.A.U., in a challenge to the business combination involving Globe Specialty Metals, Inc.  Litigation resolved with deal modifications and court approved settlement. In re Globe Specialty Metals, Inc. Stockholders Litigation, Consol. A. No. 10865-VCG

Represented defendant in a trade secrets case involving benefits platform technology.  Successfully brought and defended several motions to compel prior to case settling.  SS&C Tech., Inc. and BenefitsXML Inc.  v. Liazon Corp.A. No. 9312-VCL

Represented inside officers and directors in derivative suit challenging company’s acquisition of two other companies.  In re Freeport-McMoRan Copper & Gold Inc. Derivative Litigation, C.A. No. 8145-VCN

Represented plaintiff seller in dispute regarding stock purchase agreement post-closing escrow dispute through successful settlement.  Macsteel Global B.V. v. Klockner USA Holding, Inc. (Del. Ch. 2013), C.A. No. 8838-VCL

Represented Tory Burch LLC in dispute regarding LLC agreement and breach of fiduciary duties. The litigation was resolved by settlement.  Christopher Burch, et al. v. Tory Burch, et al. (Del. Ch. 2012)

Representation of defendant in two litigations with member of LLC and involving master limited partnership, including a fiduciary duty suit and a stock list suit, which were successfully settled.  Massachusetts Institute of Tech. v. Wexford Capital LP, et al. (Del. Ch. 2012)

Represented holder of trust preferred stock of bank holding company in successfully obtaining an injunction after trial preventing merger of bank in violation of trust preferred stockholders’ rights.  In re BankAtlantic Bancorp., Inc. Litig.,39 A.3d 824 (Del. Ch. 2012)

Lead counsel representation of defendant in post-closing stock purchase agreement tax allocation provision dispute resolved through successful settlement.  Gibraltar Private Bank & Trust Co. v. Boston Private Fin. Holdings, Inc.(Del. Ch. 2011)

Co-lead counsel representing KFC Corp. in dispute with franchisee organization regarding rights and powers to control advertising pursuant to Cooperative’s charter.  KFC Nat’l Council and Advertising Coop. v. KFC Corp.,2011 WL 350415 (Del. Ch.)

Lead counsel representation of prevailing defendant through trial and appeal in seminal case addressing ability and requirements of corporation to redeem preferred stock pursuant to stockholders’ redemption right.  SV Inv. Partners, LLC v. ThoughtWorks, Inc.,7 A.3d 973 (Del. Ch. 2010), aff’d 37 A.3d 205 (Del. 2011)

Counsel for the major sports leagues and the NCAA in successfully challenging Delaware’s proposed sports betting scheme.  Office of the Commissioner of Baseball v. Markell,579 F. 3d. 293 (3d Cir. 2009)

Lead counsel for managing member and its independent board in breach of fiduciary duty suit which was successfully settled with approval of the Court of Chancery over significant objections by limited partners.  Forsythe, et al. v. ESC Fund Mgmt. Co. (U.S.) Inc. et al. (Del. Ch. 2007)

Co-lead counsel for acquiror claiming fraud and an MAE.  Case settled during trial, with the acquisition price being reduced by more than 10%.  Valassis Corp. v. ADVO, Inc.(Del. Ch. 2006)

Lead counsel of plaintiff in successfully obtaining judgment permitting it to exercise right of first refusal in connection with interests in a joint venture pipeline company.  Union Oil Co. of California v. Mobil Pipeline Co.,2006 WL 3770834 (Del. Ch.)

News & Insights

Professional & Civic

American Bar Association

Delaware State Bar Association

Permanent Advisory Committee on Supreme Court Rules, Delaware Supreme Court

Education

Washington and Lee University School of Law, JD, magna cum laude, Order of the Coif, 1998
Washington and Lee Law Review, articles editor, 1997-1998, member, 1996-1997

Washington College, BA, political science, summa cum laude, 1995

Admissions

  • Delaware, 1998
  • US District Court for the District of Delaware, 1999
  • US Court of Appeals for the Third Circuit, 2001
  • US Supreme Court, 2010
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