Career
Kevin Gallagher is “a great litigator with great judgment” (Chambers USA). Kevin primarily litigates complex corporate control, corporate governance, contractual, and other commercial disputes in the Delaware Court of Chancery, the Delaware Supreme Court and the federal courts of Delaware. His practice focuses on litigation and advisory matters relating to Delaware business organizations and their fiduciaries.
Kevin’s matters routinely involve disputes arising out of mergers and acquisitions, stockholder class actions, stockholder derivative lawsuits, and disputes among boards of directors and significant stockholders. “An excellent trial practitioner” (Chambers USA), his recent matters also include statutory appraisal proceedings, corporate dissolution matters, advancement proceedings, and books and records actions.
In law school, Kevin served as editor-in-chief of The Delaware Journal of Corporate Law and was the John F. Schmutz Corporate and Business Law Institute Fellow.
Work Highlights
M&A Litigation
Defended numerous buyers and target boards in mergers and acquisitions litigationRepresented seller in litigation relating to allegations of breach of material adverse effect and ordinary course provisionsRepresented numerous boards, merger targets and acquirors, and financial advisors in connection with expedited preliminary injunction proceedingsRepresented numerous companies in connection with post-closing fraud, breaches of representations and warranties, and earnout disputesAdvised public company boards regarding disclosure issues in mergers and acquisitionsStockholder Class Action and Derivative Litigation
Defended directors and officers in numerous class action and derivative lawsuitsDefended numerous financial advisors named as alleged aiders and abettors in class action and derivative lawsuitsDefended controlling stockholders in class actions and derivative lawsuitsRepresented numerous companies as the nominal defendant in derivative lawsuitsCorporate Control Disputes
Represented numerous directors and companies in connection with corporate-control disputesAppraisal Litigation
Represented numerous public and private companies in appraisal actionsRepresented private company in appraisal action where the Court of Chancery determined after trial that the fair value - was less than the merger priceCommercial Disputes
Successfully defended private company in ownership dispute, invalidating signed agreementRepresented preferred stockholders and companies in disputes regarding redemption of shares of preferred stockBooks and Records Litigation
Represented private and public companies responding to books and records demands made by stockholders, directors, members, and partnersAdvancement and Indemnification Litigation
Defended private companies in advancement and indemnification proceedingsDissolution Proceedings
Represented companies in dissolution, successfully resolving creditor claims and achieving interim and final distributions for stockholdersAlternative Entity Disputes
Represented members and managers in limited liability company disputesRepresented private entities in limited partnership dispute relating to control of the limited partnershipSpecial Committee Investigations
Advised numerous special committees formed to investigate allegations of wrongdoing by officers and directors