Patricia A. Winston

Patricia A. Winston practices in the areas of business litigation, alternative entities, corporate and fiduciary litigation, corporate governance, special committee representation and insurance coverage litigation. Recognized as a “Super Lawyer” by Super Lawyer magazine and a “Top Lawyer” by Delaware Today 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 have included complex contract disputes, business dissolutions, disputes pursuant to the Delaware General Corporation Law, restrictive covenants and advising and defending disclosure violations arising from merger transactions. 

In addition to her busy legal practice, Patricia is the past Chair of the Delaware State Bar Association’s (“DSBA”) largest section, the Litigation Section, and has held various offices in the DSBA’s Multicultural Judges and Lawyers’ Section. Patricia is also on the Executive Committee of the National Bar Association's Commercial Law Section and Chair of the CLE Planning Committee for the Commercial Law Section’s Annual Corporate Counsel Conference. As Chair, Patricia and her Committee are in charge of CLE programming for the Annual Corporate Counsel Conference. Beyond the legal community, Patricia is a former 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

• Court Finds LLC Manager Consent Statute Authorizes Personal Jurisdiction for Tort Claims Related to the Company, Not Just Alleged Breaches of Managers’ Duties; However, Court Dismisses Investor Defendants with Insufficient Delaware Contacts
• Chancery Dismisses Challenge to Top Executives’ Stock Awards in Disney-Fox Merger, Finds Plaintiff Lacks Standing to Pursue Derivative Claim
• Chancery Applies Contract’s Choice of Law to Related Fraud Claims, Declines to Dismiss Fraud Claims Where Contract Lacked Clear Anti-Reliance Language
• Even Though Evidence Supports Plaintiffs’ Fraudulent Inducement Claim, Chancery Denies Relief Where Plaintiff Never Gave Defendant Fair Notice of Claim Prior to Trial
• Superior Court Stays First-Filed Declaratory Judgment Action in Nokia Technology Dispute
• Chancery Compares Aronson and Rales Tests for Demand Futility; Finds Well-Pled Caremark Claim Showing No Good Faith Effort to Oversee Financial Reporting and Related-Party Transactions Made Demand Futile
• In a Books and Records Action, Court Critiques Defendant’s Motion to Dismiss, and Declines to Order Inspection of Documents Not Requested in the Plaintiff’s Demand
• Chancery Denies Preliminary Injunction Based Upon Overbroad Restrictive Covenants
• View More

Delaware Healthcare Industry Blog

• Chancery Denies Preliminary Injunction Against Nurse Practitioner Based Upon Overbroad Restrictive Covenants

Community

Wilmington (DE) Chapter of The Links, Incorporated

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

Honors

Delaware Super Lawyers®, Business Litigation Super Lawyer, 2019-2020

Delaware Today® Top Lawyers, Corporate Law, 2019

Delaware Super Lawyers®, Business Litigation, 2014-2020

Leadership Council on Legal Diversity (LCLD) Fellow, 2018