Barnaby Grzaslewicz - Delaware Corporate Litigation

Barnaby Grzaslewicz is a Partner in the corporate and commercial litigation groups.

He is an experienced Delaware litigator focusing his practice on litigation involving corporations and other business entities formed under Delaware law.

Barnaby represents clients in the Delaware Court of Chancery in various business disputes. His experience includes litigating breach of fiduciary duty, breach of contract, and fraud actions, as well as litigating disputes arising under Delaware’s corporate and alternative entity statutes, including control contests, demands for books and records, and demands for advancement and indemnification.

Barnaby also has an active practice before the Complex Commercial Litigation Division of the Delaware Superior Court, including successfully prosecuting a post-acquisition fraud claim as first chair litigation and trial counsel, which resulted in a multi-million dollar judgment for his client.

Barnaby further provides insights into Delaware corporate and commercial litigation through his avid contributions to the Morris James Business Litigation Report, as well as in publications such as the Delaware Business Court Insider and the ABA’s Business Law Today.

Barnaby has been recognized by his peers as an up-and-coming litigator in the field of corporate and commercial litigation, garnering Best Lawyers: Ones to Watch honors in 2022 and 2023.

“Recent Developments in Delaware Restrictive Covenant Case Law: The Alternative Entity Creep,” Celesq (West LegalEdcenter) CLE (December 19, 2024)
“Delaware Corporation Law Amendments 2024: Governance Rights, Transaction Approval, Lost Premium Damages,” Strafford CLE, (November 6, 2024)
“Part 1: Delaware 2024 Corporate Law Update: A Conversation with Practitioners and Delaware Supreme Court Justice Abigail M. LeGrow,” Delaware State Bar Association’s Corporation Law Council Annual CLE (October 10, 2024)

Representing director as lead litigation counsel in defense of Caremark claims alleging failure of Board oversight duty
Representing defendants against claims of aiding and abetting fiduciary’s alleged usurpation of corporate opportunities totaling hundreds of millions of dollars
Successfully appointed receiver to cancelled limited liability company to pursue derivative claims against controlling member who usurped multi-million dollar corporate opportunity for itself and related entities
Successfully denied advancement to removed manager under governing limited liability company agreement based on failure to follow threshold demand requirements
Successfully represented plaintiff in an expedited Section 225 control contest resulting in invalidation of improperly elected board

Representing defendant as lead litigation counsel in multi-million dollar post-acquisition fraud dispute
Representing plaintiff as co-lead litigation counsel in fraud, breach of contract and unjust enrichment claims related to multi-million dollar joint venture dispute
Representing defendants/counter plaintiffs in earn-out dispute related to failure to comply with post-closing accounting provisions
Representing plaintiff against stock issuer and transfer agent for negligent escheat of stock depriving plaintiff of over a million dollars’ worth of accrued stock value
Served as litigation and first chair trial counsel in a post-acquisition fraud dispute resulting in a multi-million dollar judgment for client
Successfully briefed and argued motion for judgment on the pleadings relating to multi-million dollar note default