K. Tyler O'Connell

Tyler O’Connell 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.

Experience

• 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
• Dissolution proceedings
• Claims for breaches of various contracts, including acquisition agreements, bond indentures and non-competes
• Fiduciary duty litigation
• Appraisal actions

Professional Affiliations

• 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

• 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
• Other Representations
• 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).

Latest Blog Posts

Delaware Business Litigation Report

• Chancery Addresses Standards for Privilege Logs
• Chancery Addresses When Third Parties Are Within the Scope of the Privilege
• Chancery Finds Delaware’s Officer Consent Statute Extends Beyond “Formal Officers” to De Facto or Acting Officers
• Chancery Orders an LLC to Provide Manager with Books and Records Comprising Informal Board Materials Related to Other Managers’ Actions
• Chancery Resolves Dispute About Competing Forum Selection and Arbitration Provisions
• Chancery Finds SPAC’s Sponsor and Board Potentially Violated Fiduciary Duties by Depriving Public Stockholders of the Information Material to the Stock Redemption Decision
• Citing MFW, Court of Chancery Dismisses Merger Challenge
• Chancery Finds Plaintiff Failed To State A Non-Exculpated Claim Against Special Committee Defendants In Complaint Challenging A Merger
• View More

Delaware Healthcare Industry Blog

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

Community

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.

Honors

Best Lawyers, 2019 - Present

Chambers USA, Delaware Court of Chancery, Up and Coming, 2016 - 2017, 2021 - Present

Delaware Law Weekly Lawyer on the Fast Track, 2016