Paul D. Brown
Partner
302.295.0194
brown@chipmanbrown.com
Biography
Paul Brown’s corporate law and governance litigation practice concentrates on high-stake cases on behalf of public and private entities, members of management and investors in cases arising under Delaware corporate law. Many of these disputes are resolved in the Delaware Court of Chancery, the nation’s preeminent forum for the resolution of complex business disputes. Paul’s Chancery litigation practice covers a broad range of matters, such as breach of fiduciary duty claims, corporate control issues, mergers and acquisitions, going-private transactions, corporate restructuring, proxy contests, preferred stock designations, stock repurchases, dissolutions, charter and bylaw amendments, stockholder appraisal actions and statutory proceedings under Delaware’s General Corporation Law.
Paul also represents clients in complex commercial litigation in state and federal court, including bankruptcy court. He handles a wide variety of cases involving contracts, non-competition and non-solicitation agreements, business torts, trade secrets, financial instruments, debtor and creditor rights, director and officer liability, and other commercial matters important to our clients.
Paul writes on the topic of Delaware corporate law and has served as a panelist at continuing legal education seminars involving matters of corporate law and governance. He also has taught business law as an adjunct professor.
Prior to joining Chipman Brown Cicero & Cole, LLP, Paul was Of Counsel in the Litigation Group of DLA Piper.
Practice Areas
- Complex Commercial Litigation
- Corporate & Alternative Entities Litigation
- Corporate Counseling
- Intellectual Property Litigation
Education
- University of Pittsburgh School of Law
- J.D.
- Honors: The Order of the Coif
- Law Review: University of Pittsburgh Law Review, Managing Editor
- University of Pennsylvania
- B.A.
Professional Activities & Honors
- American Bar Association
- Delaware State Bar Association
- Federal Bar Association
- Richard S. Rodney Inn of Court
- Federal Civil Panel, U.S. District Court, District of Delaware
- Guardian Ad Litem, Delaware Office of the Child Advocate
- Listed, Top Lawyers 2013: Readers’ Choice for the Best Lawyers in Delaware (Corporate Counsel) by Delaware Today
- Martindale Hubbell “AV Preeminent” Rated
Published Works & Seminars
- Corporate Governance Litigation: 2007 Review, Directors & Boards Annual Report, 2008
- Court Rejects Direct Creditor Claims for Breach of Directors’ Fiduciary Duty, International Law Office, June 29, 2007
- Recent Developments in Corporate Law and Governance Litigation, PBI Thirteenth Annual Business Lawyer’s Institute, 2007
- Edwards Angell Palmer & Dodge Represents Maiden Holdings In $260 Million Trust Preferred Securities Transaction, January 23, 2009
- Corporate Governance Litigation: 2007 Review, 2008
- Corporate Law and Litigation Bulletin, Edwards Angell Palmer & Dodge LLP, Fall, 2007
- Corporate Law and Litigation Bulletin – Winter 2007, Edwards Angell Palmer & Dodge LLP, January 17, 2007
- Corporate Law and Litigation Bulletin – Winter 2006, Edwards Angell Palmer & Dodge LLP, March 1, 2006
- Edwards Angell Palmer & Dodge Hires Three New Attorneys in Wilmington Office, January 18, 2006
Representative Matters*
Court Of Chancery Litigation
- Israel Discount Bank of New York in litigation in connection with conversion of approximately $17 million of collateral and breach of bailment agreement. Israel Discount Bank of New York v. First State Depository Company, et al.
- Stockholders of L.O.M. Medical International Inc. in litigation challenging the composition of the board of directors pursuant to Section 225 of General Corporation Law of Delaware. Gentili, et al. v. L.O.M. Medical International Inc.
- L.O.M. Medical International Inc. and its board of directors in litigation pursuant to Section 223 of the General Corporation Law of Delaware requesting election of directors to fill vacancies on the board. Canmore Consultants, Ltd., et al. v. L.O.M. Medical International Inc.
- Founding stockholders of ZettaCore, Inc. in breach of fiduciary duty litigation challenging the fairness of a dissolution and squeeze-out of common stockholders. Lindsey, et al. v. ZettaCore, Inc., et al.
- Florida Gaming Corporation and its board of directors in breach of fiduciary duty litigation challenging the fairness of a proposed asset sale to Silvermark, LLC. Silverberg v. Collett, et al.
- Stockholder representative of sellers in an action seeking declaration that buyer was obligated to release an escrow indemnity fund for certain potential merger-related obligations of sellers. M/C Venture Partners V, L.P. v. Savvis, Inc.
- Class of members of limited liability company in action against controlling member and manager for breaches of fiduciary duty in connection with a minority squeeze-out transaction. Auriga Capital Corp., et al. v. Gatz Properties, LLC.
- CNS Response, Inc. in contest for control waged by dissident director and ousted CEO. Brandt v. CNS Response, Inc.
- Axcelis Technologies, Inc. and its board of directors in litigation challenging board of directors’ decision to reject resignations of directors tendered pursuant to “Pfizer-style” majority voting policy. City of Westland Police & Fire Retirement System v. Axcelis Technologies, Inc.
- Former officer of public company in defense of derivative litigation implicating various issues of first impression under Delaware corporate law. Singer v. Dubreville.
- Public warrant holder in an action to enjoin an exchange offer and consent solicitation in connection with the closing of a merger. Pentwater Growth Fund, Ltd., et al. v. BPW Acquisition Corp.
- Preferred stockholder in action resulting in order compelling registration of stock and giving client-investor a seat on a public company’s board of directors. FGC Holdings Limited v. Teltronics, Inc.
Commercial Litigation In State And Federal Courts
- WMI Liquidating Trust in litigation in connection with insurance coverage of former directors and officers of Washington Mutual Inc. WMI Liquidating Trust v. XL Specialty Insurance Company, et al. (Del. Super. Ct.)
- First layer excess insurer in multi-party coverage litigation. Mine Safety Appliances Co. v. AIU Insurance Co., et al. (Del. Super. Ct.)
- Pharmaceutical company in breach of contract action involving commercialization of product for the treatment of hemophilia. Green Cross Corporation v. Nektar Therapeutics (D. Del.)
- Insurer in action to determine liability of excess insurers if different insurer lower in the excess policy “stack” had liability to insured. American Guarantee & Liability Insurance Co. v. Intel Corp., et al. (Del. Super. Ct.)
- Real estate developer in action alleging fraud by owners in a condominium community. Keith and Linda Mock v. Peninsula Realty Associates (Del. Super. Ct.)
- Licensor of voice recognition software in copyright infringement action. Vianix LLC v. Nuance Communications, Inc. (D. Del.)
Note: Some of the matters listed were handled by our lawyers prior to joining Chipman Brown Cicero & Cole, LLP
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