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.
- 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
- 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
Recent Representative Matters
- 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).
Articles & Publications
- Delaware Supreme Court Clarifies When Books and Records Requests to Investigate Wrongdoing or Mismanagement Have a “Proper Purpose”December 17, 2020Delaware Business Court Insider
- Chancery Rules Failure to Disclose “Intrinsic Value” Precludes Corwin Defense – But Does Not Necessarily Suggest a Breach of the Duty of LoyaltySeptember 16, 2020Delaware Business Court Insider
- In New Dell Decision, Special Committee’s Narrow Mandate, Company’s Decision to Bypass Committee and Impermissible “Coercion” Prevent Dismissal Under MFWJune 17, 2020Delaware Business Court Insider
- Belated Use of Special Committee and Uninformed Stockholder Vote Undermine Bid for Business Judgment Review of Going-Private MergerMarch 18, 2020Delaware Business Court Insider
- Investor’s Desire to Criticize Proxy Contest Transactions Does Not Sustain Books and Records RequestNovember 22, 2019Delaware Business Court Insider
- Chancery Decides Questions of First Impression Regarding Statutory Claims for Unlawful Dividends and Fraudulent TransfersAugust 5, 2019Delaware Business Court Insider
- Court Rejects Use of the Implied Covenant of Good Faith and Fair Dealing to Preserve LLC Members’ Exit Sale RightsJanuary 23, 2019Delaware Business Court Insider
- July 16, 2018Delaware Business Court Insider
- June 6, 2018Delaware Business Court Insider
- Delaware Court of Chancery Denies Directors’ Attempt to Restrain Controlling Stockholder from Exercising Control, Citing “Tension” in the LawMay 2018ABA Business Law Today
- April 25, 2018Delaware Business Court Insider
- March 14, 2018Delaware Business Court Insider
Latest Blog Posts
- Chancery Dismisses Derivative Claims Alleging Insider Trading and Misleading Disclosures for Failure to Plead Demand Futility
- Chancery Denies Motion to Dismiss, Awaits Development of Factual Record to Rule on Laches Defense
- Applying Plain Contract Language, Chancery Awards $147 Million in Damages to Start-Up Company for Breach of Joint Venture Agreement
- Chancery Sustains Founders’ Implied Covenant Claim For “Bad Faith” Termination To Deprive Them Of Contingent Compensation, Reasoning That Contracts Cannot Be Combined And Must Be Read On Their Own Terms, But The Implied Covenant May Provide Missing Terms
- Chancery Grants Anti-Suit Injunction, Holds Non-Signatory Subsidiary is Bound by Stock Purchase Agreement’s Forum Selection Clause
- Chancery Applies Rule 15(aaa), Declines to Revive Dismissed Claims under the Law of the Case Doctrine
- Company Did Not Breach Mandatory Redemption Provision Where Special Committee Determined Company Lacked Funds To Redeem All Preferred Shares
- Rales, Aronson and … Zuckerberg: Delaware Supreme Court Adopts Three-Part Demand Futility Standard
- View More
Delaware Business Litigation Report
Delaware Healthcare Industry Blog
News & Events
News & Events
- August 19, 2021
- May 25, 2021Chambers USA
- August 21, 2020
- November 1, 2019
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.
Best Lawyers, 2019 - Present
Chambers USA, Delaware Court of Chancery, Up and Coming, 2016 - 2017
Delaware Law Weekly Lawyer on the Fast Track, 2016
U.S. Court of Appeals, Third Circuit
Wake Forest University School of Law, JD, cum laude, 2003
Davidson College, BA, cum laude, 2000