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.
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
Claims for breaches of various contracts, including acquisition agreements, bond indentures and non-competes
Fiduciary duty litigation
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
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
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).
News & Media Mentions
Articles & Publications
- Chapter on "Corporate Law Developements" in the Annual Review of Developments in Business and Corporate LitigationCo-Author, 2012; Editor 2013-2016American Bar Association
- High Court Clarifies Reach of Director and Officer ‘Consent’ StatuteApril 13, 2016Delaware Business Court Insider
- Reducing the ‘Deal Tax’: Recent Delaware Decisions Scrutinizing Non-Monetary SettlementsOctober 2015Business Law Today
- Drafting and Implementing Structural Defensive Provisions: An Overview of the Technical and Fiduciary Considerations.April 18, 2015American Bar Association Business Law Section Spring Meeting 2015
- Board Portals, Virtual Meetings and Electronic RecordsApril 10, 2015American Bar Association Business Law Section Spring Meeting 2014
- Annual Review of Development in Business and Corporate Litigation - Corporate Law UpdateApril 4, 2013American Bar Association Business Law Section Spring Meeting 2013
- Key 2011 Corporate Law Decisions Include Notable Stockholder Victories In The Delaware CourtsJanuary 2012Business Law Today
- Business Lawyer's Institute - Corporate Litigation Update2011Pennsylvania Bar Institute
- Too Big To Fail Questioned: Day Two of the Tulane Corporate Law InstituteApril 2011Delaware Business Court Insider
- National E-Discovery Trends and the Delaware Court of Chancery's ApproachSeptember 2010Business Law Today
- Chapter on "Judgments" in The Third Circuit Appellate Practice GuideSeptember 2010Pennsylvania Bar Institute
- Improving the "Tools at Hand": Recent Delaware Books and Records DecisionsJanuary 2005Insights
- Tooley v. Donaldson: Simplifying the Direct/Derivative DistinctionJune 2004Insights
- The Duty to Monitor and the Private Lives of Officers aND dIRECTORSMarch 2004Insights
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
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
United States Court of Appeals for the Third Circuit
Wake Forest University School of Law, J.D., cum laude, 2003
Davidson College, B.A., cum laude, 2000