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 Delaware counsel.

Tyler is a member of Delaware’s Corporation Law Council, which helps assess potential amendments to the Delaware General Corporation Law.  Among other honors, Tyler has been selected for inclusion in the Chancery section of Chambers USA, 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, special committees and investors in connection with strategic transactions
• Actions 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
• Appraisal actions

Professional Affiliations

• Delaware State Bar Association
• Corporation Law Section
• American Bar Association, Business Law Section
• Richard S. Rodney Inn of Court

• Representing corporate directors in an expedited election dispute
• Defending former managers of Delaware limited liability company in fiduciary duty litigation
• Representation of a special litigation committee formed to address derivative claims against directors and officers
• Representing former directors, officers, and corporations in advancement actions
• Defending financial sponsor against claims for aiding and abetting alleged breaches of fiduciary duty in connection with a 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

Latest Blog Posts

Delaware Business Litigation Report

• Chancery Refuses to Order Specific Performance Due to Inaccurate Representations and Warranties
• Supreme Court Affirms Court of Chancery’s Decision Directing “Long Dark” Company to Produce Books and Records to a Stockholder Free of Confidentiality Restrictions
• Chancery Approves Reduced Fee Award for Derivative Settlement Based on Therapeutic Benefits
• Chancery Finds that Acquiror Aided and Abetted Breaches of Fiduciary Duties by Exploiting Management’s Conflicts of Interest
• Chancery Denies Books and Records Request Related to Disney’s Opposition to Florida Legislation Prohibiting LGBTQ+ Topics in Classrooms
• Chancery Provides Additional Analysis of Primedia Claims in MFW Context
• Chancery Rejects “Largely Precatory” Proposed Derivative Settlement
• Superior Court CCLD Declines to Award Costs for Special Master and Mediator, and Awards only Simple Interest on Judgment in Accord with Superior Court Default Rule
• View More

Delaware Healthcare Industry Blog

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

Community

Boys & Girls Clubs of Delaware,  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, 2016 - 2017, 2021 - Present

Delaware Law Weekly Lawyer on the Fast Track, 2016