Joseph B. Cicero
Partner

Professional Activities & Honors

• American Bar Association
• Delaware State Bar Association
• Federal Bar Association
• Richard S. Rodney Inn of Court
• St. Thomas More Society
• Federal Civil Panel, U.S. District Court, District of Delaware
• Guardian Ad Litem, Delaware Office of Child Advocate
• Listed, Rising Star: Delaware Super Lawyers, 2013-2018

Representative Matters

Director & Officer Litigation

• Thomas Dolan (director) in actions for breach of fiduciary duty concerning the $900 million merger of Madison Square Garden Entertainment Corp. with MSG Networks.  In re Madison Square Garden Entertainment Stockholders Litig. and In re MSG Networks Inc. Stockholders Litig.
• Elon Musk (as conflicts counsel) in action to invalidate $44 billion acquisition of Twitter Inc.  Twitter Inc. v. Musk, et al.
• Stan Lee (director and officer) in class action for breach of fiduciary duties in connection with the $11.5 million merger of POW! Entertainment with Camsing Entertainment International, Inc.  Norwood v. Lee, et al.
• Stockholders in breach of fiduciary duty action against Altor Bioscience Corp. $1.08 billion merger ($360 million plus $720 million in CVRs) concerning the Altor Bioscience Corporation merger with NantCell Inc.  In re Altor Bioscience Corp.
• National Amusements, Inc. and Shari E. Redstone (as conflicts counsel) in breach of fiduciary duties action concerning the $30 billion merger of Viacom with CBS Corporation.  In re Viacom Inc. Stockholders Litig.
• Outside directors/members of special committee of China Auto, a NASDAQ traded company, in defense of breach of fiduciary duty claims.  Heng Ren Silk Road Investments LLC v. Chen, et al.
• Founding stockholder of DocPanel Technologies, Inc. in action for fraud, breach of fiduciary duties, aiding and abetting breach of fiduciary duties and corporate control pursuant to Section 225 of the General Corporation Law of Delaware.  Raina v. Mathias, et al.
• Blue Bell Creameries, L.P. in defense of derivative action alleging failures to operate limited partnership in compliance with standards set forth in limited partnership agreement causing listeria outbreak and temporary shutdown of operations.  Wenske v. Blue Bell Creameries, Inc., et al.
• Special Litigation Committee of the Board of Directors of Preferred Communication Systems, Inc. in derivative action for breaches of fiduciary duties.  Agar v. Judy, et al.
• 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.
• Stockholders of Luxeyard, Inc. in breach of fiduciary duties action against directors for self-dealing.  Allen v. Mireskandari, et al.
• Creditors Committee in breach of fiduciary duty action against former officers of consumer electronics and home appliances retail chain, hhgregg, in the Superior Court of Indiana.  The Official Committee of Unsecured Creditors of Gregg Appliances, Inc. v. Riesbeck, et al.

Corporate and Alternative Entity Governance Litigation

• Incumbent director and officer and affiliated entities in corporate control fight pursuant to Section 225 of the General Corporation Law of Delaware.  GLAS Trust Company LLC v. Ravindran, et al.
• CrowdFood, Inc. in defense of statutory books and records action pursuant to Section 220 of the General Corporation Law of Delaware.  Fuhr v. CrowdFood, Inc.
• Pilot of Northeastern Aviation Corp. in indemnification action pursuant to Section 145 of the General Corporation Law of Delaware.  Pasternack v. Northeastern Aviation Corp.
• Webspectator Corp. in corporate control fight pursuant to Section 225 of the General Corporation Law of Delaware.  Golden Edge Luxembourg S.a.r.l. v. Webspectator Corp.
• GS Microelectronics US Inc. in corporate control fight pursuant to Section 225 of the General Corporation Law of Delaware.  Sherwani, et al. v. Jahangir
• Sweports, Ltd. in defense of indemnification claims pursuant to Section 145 of the General Corporation Law of Delaware.  Dore v. Sweports, Ltd.
• Incumbent directors of Westech Capital Corp. in corporate control fight pursuant to Section 225 of the General Corporation Law of Delaware.  Gorman v. Salamone, et al.
• Armor Designs, Inc. in corporate control fight pursuant to Section 225 of the General Corporation Law of Delaware.  Hawthorne & York International, Ltd. v. Oliveira, et al.
• 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.

Post-Closing Breach of Contract and Fraud Litigation

• TP ST Acquisition, LLC and affiliate (buyers) in post-closing fraudulent inducement action concerning the $25.5 million purchase of all membership interests of DataFile Technologies, LLC.  TP ST Acquisition, LLC v. Akers, et al.
• North American Leasing Inc. and related entities (buyers) in Ownership Interest Purchase Agreement post-closing earnout, adjustment and fraud litigation concerning purchase of demolition and environmental remediation businesses.  NASDI Holdings, LLC v. Dore, et al.
• Cadient LLC in breach of Asset Purchase Agreement and non-competition action in the United States District Court for the District of Delaware.  Cadient LLC v. Kronos Talent Management, LLC, et al.
• Purchaser of stock of the Tranzonic Companies in post-closing Stock Purchase Agreement declaratory judgment and breach of contract action.  FNL Management Corp. v. Tranzonic Intermediate Holdings, Inc., et al.
• The Aberdeen Group, LLC in Membership Interest Purchase Agreement post-closing breach of contract action.  Harte Hanks, Inc. v. The Aberdeen Group, LLC.
• Cognosante LLC (buyer) in Equity Purchase Agreement post-closing breach of contact action.  Goyal v. Cognosante, LLC
• Prescient Medicine Holdings, Inc. d/b/a SOLVD Health and related entities (buyers) in Merger Agreement post-closing breach of contract action.  Shareholder Representative Services LLC v. Prescient Medicine Holdings, Inc. d/b/a SOLVD Health
• Innovative Discovery Holdings and affiliates of Silver Oak Services Partners (buyers) in Asset Purchase Agreement and Contribution Agreement post-closing breach of contract, indemnity and specific performance action.  Outlaw v. Innovative Discovery Holdings, LLC, et al.
• Rubicon Bakers LLC (buyer) in Merger Agreement post-closing breach of contract and indemnity action.  Rubicon Bakers LLC v. Mendes
• HMD Intermediary Holdings, LLC (seller) in Unit Purchase Agreement post-closing adjustment and indemnity action concerning $160 million sale of Datamyx.  HMD Intermediary Holdings, LLC v. Deluxe Financial Services, LLC
• Vaisala Inc. (seller) in Asset Purchase Agreement post-closing breach of contract action concerning the sale of Vaisala’s US Automatic Weather Observing Systems (AWOS) and Road Weather Information Systems (RWIS) field service business and related strategic partnership.  DBT Transportation Services LLC v. Vaisala Inc.

Corporate Counseling & Investigations

• Advised special committee of international food distribution company in connection with $440 million strategic acquisition and related $90 million capital raise of preferred units.
• Advised special committee of publicly traded consumer products company in connection with strategic alternatives, including potential going-private transaction and issuance of special dividend.
• Advised fashion company as independent counsel regarding advancement obligations under Section 145 of the General Corporation Law of Delaware.
• Representing special committee of TuSimple Holdings Inc. in connection with investigation of derivative claims.
• Representing special committee of publicly traded medical technology company in connection with investigation of potential derivative claims.