Patricia A. Winston

Patricia A. Winston practices in the areas of business litigation, corporate and fiduciary litigation, alternative entity disputes, corporate governance, special committee representation and insurance coverage litigation. Recognized as a “Rising Star” by Super Lawyer’s magazine, Patricia handles all phases of litigation primarily in the Delaware Court of Chancery, the Delaware Superior Court’s Complex Commercial Litigation Division and the Delaware District Court. Patricia’s litigation engagements include complex contract disputes, claims for breaches of fiduciary duties and claims arising under the Delaware General Corporation Law.  Patricia also is the Chair of the Diversity and Inclusion Committee at Morris James.

In addition to her legal practice, Patricia has held various offices in the Delaware State Bar Association's Litigation and Multicultural Judges and Lawyers’ Sections. Patricia is also on the Executive Committee of the National Bar Association Commercial Law Section and Chair of the CLE Planning Committee for the Section’s Annual Corporate Counsel Conference.  Beyond the legal community, Patricia is an executive board member of the Wilmington (DE) Chapter of The Links Incorporated, a service organization dedicated to enhancing the quality of life for the residents in the Wilmington community.

• Experience

• Complex contract disputes
• Transactions involving directors alleged to have conflicts of interests
• Fiduciary duties of officers and directors of corporations and alternative entities
• Business dissolution
• Inspection of books and records
• D & O insurance coverage claims
• Restrictive and non-compete covenants
• Advising and defending disclosure violations related to merger transactions
• eDiscovery

Professional Affiliations

Delaware Board of Bar Examiners

Delaware Supreme Court Rules Committee

Delaware Supreme Court Jurisdiction Improvement Committee

Delaware State Bar Association, Litigation Section

• Chair, 2017-2018
•  Vice-Chair, 2016-2017
• Secretary, 2015-2016 

Delaware State Bar Association, Multicultural Judges and Lawyers' Section

• Secretary, 2010-2013
• Vice-Chair of Community Relations, 2013-2014

Delaware Barristers Association

Richard S. Rodney Inn of Court

National Bar Association

• Commercial Litigation Section, Executive Committee Member and Chair of the CLE Planning Committee for the Corporate Counsel Conference

American Bar Association

• Obtained a defense verdict in a breach of contract case involving a claim for $15 million in damages
• Represented petitioner seeking judicial dissolution of limited liability companies and appointment of a liquidating trustee. After obtaining preliminary injunctive relief, Respondent agreed to stipulated judgments of dissolution and appointment of a liquidating trustee
• Represented defendant in a breach of contract dispute where the plaintiff sought over a million dollars in damages. Summary judgment was granted in favor of defendant
• Defended stockholder in a declaratory judgment action. Motion to stay was granted in favor of defendant
• Defended seller in breach of contract action. Summary judgment was granted in favor of defendant
  
• Represented plaintiff in a motion to enforce his settlement agreement. Motion and attorneys’ fees and costs application granted
  
• Advised and defended clients in disclosure issues related to merger transactions
• Defended limited liability company in expedited litigation involving misappropriation of trade secrets
• Assisted with representation of plaintiff seeking to uphold its deadlock process. Judgment was granted in favor of plaintiff
• Assisted with defense of insurance carriers in coverage issues under director and officer liability insurance claims
• Represented third-party entities in quashing and responding to subpoenas

Latest Blog Posts

Delaware Business Litigation Report

• Chancery Modifies Advancement Award, Finds Amended Claim Challenging Only Post-Separation Conduct No Longer Triggered Advancement Obligations
• Chancery Finds Proper Purpose in Books and Records Demand to Investigate Potential Wrongdoing in CBS-Viacom Merger, Orders Narrowed Inspection that Includes Electronic Documents
• Chancery Rejects Claim that Books and Records Demand was “Pretextual,” Finds Sufficient Overlap Between Demand Letter and Plaintiff’s Purpose
• Court of Chancery Orders Advancement of Fees for Former Directors and Officers who Sold their Stock in a Private Transaction
• Chancery Finds “Constellation” of Personal and Professional Relations Between Directors and Controlling Stockholder Excuses Demand
• Court of Chancery Finds Agreements Unenforceable for Lack of Assent, Dismisses Remaining Claims for Lack of Personal Jurisdiction
• Delaware Supreme Court Clarifies: No Presumption of Confidentiality for Documents Produced Pursuant to a Books and Records Request
• Court of Chancery Dissolves Limited Partnership Upon Finding General Partner Unable To Achieve Its Business Purpose
• View More

Community

Wilmington (DE) Chapter of The Links, Incorporated

• Parliamentarian, 2015-2018
• Ethics Committee Chair, 2012-2015

Honors

Delaware Today® Top Lawyers, Corporate Law, 2014

Delaware Super Lawyers®, Business Litigation Rising Star, 2014-2018

Thomas L. Ambro Fellowship, Delaware Bankruptcy American Inn of Court, First Recipient

The Delaware Journal of Corporate Law, Internal Managing Editor