Joseph S. Naylor concentrates his practice on business litigation and corporate and fiduciary litigation. Mr. Naylor has represented clients in disputes involving a range of corporate governance issues, including the fiduciary duties owed by directors and officers to the corporation and its stockholders, the appraisal value of a shareholder's stock when the corporation had offered to buy it in a cash-out merger, stockholders' demands for inspection of corporate books and records, the rightful owner of disputed shares, and the interpretation and enforcement of various bylaw provisions.

Recent cases include:

• representing a major financial institution in a lawsuit against a world-renowned chess player for breach of fiduciary duty based on his attempt to withdraw his image and likeness from a corporation of which he was a principal and which was indebted to Mr. Naylor's client; the lawsuit was the focus of a multi-page Wall Street Journal article discussing the case and Mr. Naylor’s involvement;

• defending the directors of a publicly held telecommunications corporation in a purported class-action suit by certain stockholders alleging breach of fiduciary duty and mismanagement of corporate assets;

• defending the former CFO of a publicly held company in the solar-power industry against allegations of accounting and securities fraud;

• defending a closely held insurance company in a lawsuit by two stockholders concerning their right to force the company to repurchase their stock based on a buyback provision in the company's certificate of incorporation and bylaws;

• representing an Israeli high-tech company in a lawsuit against one of its officer-directors for breach of fiduciary duty based on that individual's alleged misuse of corporate funds; our client sought to repurchase the defendant's stock at par value under the terms of a stock repurchase agreement;

• defending a major sporting-goods chain in a lawsuit by a former stockholder challenging the price he was paid for his stock in conjunction with a cash-out merger;

• representing the CEO of an insurance services company in an expedited dispute over his right to hold office; and

• defending a Virginia-based energy company in a lawsuit alleging mismanagement in the running of one of its wholly owned subsidiaries and demanding access to the parent company's corporate books and records.

Mr. Naylor is active in pro bono matters, including representing indigent people in contract and real estate disputes. He also is active in community, academic and charitable organizations. Mr. Naylor currently serves on the board of directors of the Delaware Chapter of the American Civil Liberties Union, and is active in the Delaware State Bar Association.

Mr. Naylor received his B.A. in history education, cum laude, from the University of Delaware in 1996. He received his J.D., cum laude, from Widener University School of Law in 1999, where he was an editor of the Delaware Journal of Corporate Law. During his third year of law school, he served as a law clerk to the Honorable Jack B. Jacobs on the Delaware Court of Chancery. After graduation, Mr. Naylor spent a year clerking for the Honorable Joseph T. Walsh of the Delaware Supreme Court.

OFFICES
1:Wilmington
MEMBERSHIPS
American Bar Association
Delaware State Bar Association
ADMISSIONS
Delaware
United States Court of Appeals, District of Columbia
United States District Court, District of Delaware
PRACTICES
Business Litigation
Corporate and Fiduciary Litigation