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. She 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

• Chancery Dismisses Stockholder’s Claim that Directors Provided Materially-Deficient Notice of their Intent to Use Equity Bonus Plan to Reward Past Performance
• Plaintiff’s Failure to Plead Demand Futility Leads to Dismissal of Caremark Claims Against MoneyGram Directors
• Chancery Declines to Apply Stockholder Approval Requirement of DGCL § 271 to Agreement to Transfer All Assets in Lieu of Foreclosure
• Chancery Excuses Demand Where General Partner and its Controller Faced Substantial Likelihood of Liability
• Chancery Holds California Statutory Bar to Choice-of-Forum Clauses in Employment Contracts Prevents Exercise of Personal Jurisdiction – Despite Parties’ Choice of Delaware Law and Agreement to Litigate in Delaware
• Chancery Invokes Internal Affairs Doctrine to Dismiss Dispute Over Former Delaware Corporation Brought Over Two Years After Its Migration to Nevada
• Superior Court Rejects Insurers’ Motions to Dismiss Coverage Dispute Based upon Ripeness and Lack of Personal Jurisdiction
• Superior Court Dismisses Successor-by-Merger’s Claims Where Underlying Contract Contained Anti-Assignment Clause
• 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

Best Lawyers, Delaware Corporate Law, 2021 - Present 
Delaware Today Top Lawyers, Corporate Law, 2019 - Present
Leadership Council on Legal Diversity (LCLD) Fellow, 2018