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K. Tyler O'Connell

Partner T: 302.888.6892 F: 302.571.1750
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Tyler O’Connell is a partner in the Corporate and Commercial Litigation group. He represents companies, members of management and investors in business disputes before the Delaware courts. Tyler also counsels directors, officers and managers of Delaware business entities in connection with transactions that involve litigation risk. 

Tyler has represented parties in the Delaware Court of Chancery in disputes over the ownership, control, and management of Delaware business entities, including corporations, partnerships and limited liability companies. His clients include significant investors as well as directors, officers, general partners and other members of management. Tyler frequently litigates claims for breach of fiduciary duties and breach of limited partnership agreements and limited liability company agreements, as well as governance disputes and control contests, advancement actions, books and records litigation, appraisal actions, and other statutory proceedings under the Delaware General Corporation Law, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act.

Tyler also has significant experience in general commercial litigation matters in Delaware’s other state and federal courts, including representing parties in the Complex Commercial Litigation Division of the Delaware Superior Court and in proceedings before the U.S. District Court for the District of Delaware. In addition to serving in a lead counsel role, Tyler enjoys working with non-Delaware attorneys as their local Delaware counsel.

Among other honors, Tyler has been selected for inclusion in the Chancery section of Chambers USA for 2016, where he is praised for his “very good sense of how to approach the court” and his “very rigorous and meticulous” approach to legal issues.

Experience

Disputes over the capital structure and governance of Delaware corporations, limited partnerships and limited liability companies

Advising members of management and investors in connection with strategic transactions

Actions against members of management for alleged breaches of fiduciary duties

Actions for advancement or indemnification of attorneys’ fees and expenses

Actions for the inspection of books and records

Dissolution proceedings

Claims for breaches of various contracts, including acquisition agreements, bond indentures and non-competes

Fiduciary duty litigation

Appraisal actions

Professional Affiliations

Delaware State Bar Association

  • Corporation Law Section

American Bar Association

  • Business Law Section
  • Vice Chair of the Corporate Governance Committee’s Subcommittee on the Governance of Financially Distressed Entities

Richard S. Rodney Inn of Court

Community Affiliations

Boys & Girls Clubs of Delaware, Chair of the Board of Trustees

Tyler’s past pro bono clients have included children referred by Delaware’s Office of the Child Advocate who are subject to dependency or neglect proceedings, inmates seeking medical care referred through the U.S. District Court’s Federal Civil Panel, military veterans seeking disability benefits, and members of a minority sect seeking redress for religious discrimination.

Recent Representative Matters

Representing corporate directors in expedited election dispute

Defending former managers of Delaware limited liability company in fiduciary duty litigation

Defending financial sponsor against claims for aiding and abetting alleged breaches of fiduciary duty in connection with change of control transaction

Prosecuting a private arbitration brought to enforce a settlement agreement

Advising corporate directors in connection with a contested annual meeting to elect directors, assisting with the conduct of the meeting and defending the corporation in related litigation

Prosecuting claims on behalf of investors in private Delaware corporation for securities fraud, breaches of fiduciary duty and breaches of an exclusive marketing agreement

Prosecuting an acquirer’s claims for seller’s post-closing breaches of non-competition obligations

Advising private equity firms and the directors and managers of their portfolio companies in connection with the payment of dividends in recapitalization transactions

Representing selling stockholders in post-closing indemnity dispute for release of funds held in escrow 

Defending an issuer of notes against claims for alleged breaches of a trust indenture

Other Representations

Successfully prosecuting an expedited advancement action brought by a former director and officer of a publicly-held Delaware corporation. Blankenship v. Alpha Appalachia Holdings, Inc., 2015 WL 3408255 (Del. Ch. May 28, 2015).

Successfully representing the acquirer of a startup medical company in a bet the company case to decide the ownership of certain intellectual property. ReCor Medical, Inc. v. Warnking, 2013 WL 3760022 (Del. Ch. May 31, 2013), aff’d, 2014 WL 457786 (Del. Feb. 3, 2014).

Securing a novel contempt order permitting client, a significant investor in defendant Delaware corporation, to “put” his shares in the company, followed by the appointment and representation of a receiver to seize company assets in the British Virgin Islands, Hong Kong, China, and New York to obtain payment for the client’s shares. Deutsch v. ZST Digital Networks, Inc., C.A. No. 8014-VCL (Del. Ch. Mar. 20, 2013) (Order).

Successfully prosecuting fiduciary duty claims on behalf of former minority members of a Delaware limited liability company who were subjected to a squeeze-out transaction.  Auriga Capital Corp. v. Gatz Properties, LLC, 40 A.3d 839 (Del. Ch. 2012), aff’d, 59 A.3d 1206 (Del. 2012).

Successfully prosecuting appraisal claims by institutional investors in a publicly traded corporation following a going-private transaction.  Global GT, L.P. v. Golden Telecom, Inc., 993 A.2d 497 (Del. Ch. 2010), aff’d, 11 A.3d 214 (Del. 2010).

Articles & Publications

Latest Blog Posts

Peers describe Tyler O'Connell as a "well-respected young lawyer" with a growing reputation for his representation of Delaware corporations, investors and directors in contentious matters. - Chambers USA 2017

Practice areas

Honors

Chambers USA, Delaware Court of Chancery, Up and Coming, 2016-2017

Delaware Super Lawyers, Rising Star, 2013-2017

Delaware Law Weekly Lawyer on the Fast Track, 2016

Admissions

Delaware, 2004
United States Court of Appeals for the Third Circuit

Education

Wake Forest University School of Law, J.D., cum laude, 2003
Davidson College, B.A., cum laude, 2000