Gary W. Lipkin
Gary Lipkin focuses his practice in the area of corporate and commercial litigation, including the defense of stockholder, class, and derivative actions; large merger disputes; breaches of partnership and limited liability company operating agreements; commercial contract actions; trademark infringement; business torts; trust disputes; and employment-related disputes, such as actions to enforce post-employment covenants and defending claims of discrimination.
Gary frequently represents clients in statutory proceedings before the Delaware Court of Chancery, such as actions for judicial dissolution, demands for books and records, actions to compel annual meetings of shareholders, and actions for indemnification and advancement. Gary also regularly serves as local counsel in large patent actions. In addition to his litigation experience, Gary often advises companies and their boards with respect to a broad range of corporate governance issues as well as statutory compliance with state and federal consumer protection and employment laws. He has also represented companies and their officers in a number of administrative proceedings, including those before the Equal Employment Opportunity Commission, Delaware Department of Labor, Public Employee Relations Board, Delaware Insurance Commissioner, and Delaware Tax Appeal Board.
- Represented shareholder in trial before the Delaware Court of Chancery in an action to invalidate a director’s issuance to himself of over 75 percent of the company’s stock on the grounds that the transaction did not meet the entire fairness test. The Court ultimately ruled in shareholder’s favor and the decision was later affirmed by the Delaware Supreme Court.
- Obtained an order dissolving a Delaware limited liability company in a contested action before the Delaware Court of Chancery.
- Represented shareholder in an action to invalidate a corporation’s attempted reorganization and 2-for-1 stock split on the grounds that the transactions were not properly effectuated under Delaware law. The Court ultimately ruled in our client’s favor, unwinding the transactions following trial.
- Represented preferred shareholders in action to force company to honor terms of Certificates of Designation and permit the preferred shareholders to elect new members to the Board of Directors.
- Represented shareholders challenging a publicly traded company’s board decision to eliminate two director seats in the midst of a hotly contested proxy contest.
- Obtained an order from the Delaware Court of Chancery compelling corporation to hold an annual meeting of the shareholders pursuant to 8 Del. C. § 211.
- Represented a member of a Delaware LLC in an action brought under § 18-305 of the Delaware Limited Liability Company Act to enforce its rights to inspect the LLC’s books and records.
- Obtained an order from the Delaware Court of Chancery dismissing a complaint that challenged a will on the grounds that testator purportedly lacked testamentary capacity and was the subject of undue influence.
- Represented an individual in action involving claims arising under the Lanham Act and Delaware state trademark law. The Court issued a verdict in client’s favor following trial.
- Advised Board of Directors regarding its statutory obligations in connection with a Delaware company’s sale of all or substantially all of company’s assets.
- Represented a developer in a lawsuit against the Delaware Department of Natural Resources and Environmental Control (DNREC) to preclude it from imposing a requirement that any new major land development in Sussex County include a 100-foot riparian buffer area. Obtained decision from the Delaware Superior Court that the requirement constituted a de facto zoning regulation, and that DNREC lacked the authority to employ land-use zoning to safeguard water quality.
- Defended a large national bank in action brought under the Fair Credit Reporting Act, in which the plaintiff alleged that the bank published false information to credit agencies.
- Obtained an order dismissing clients from a suit that was pending in the U.S. District Court for the Northern District of Texas, Dallas Division, for lack of subject-matter jurisdiction after demonstrating that one client had been improperly joined by plaintiff to avoid diversity jurisdiction and that plaintiff’s dispute with the other client was governed by a forum-selection clause requiring all disputes to be resolved in the state or federal courts in New Castle County, Delaware.
- Represented a major movie-theater chain in appeal of a determination by the Delaware Human Relations Commission that the a pre-showing announcement made by the manager of one of its theaters was racially discriminatory. The decision was affirmed by the Delaware Supreme Court.
- Obtained trial verdict on behalf of one of the largest providers of contract semiconductor assembly and test services in a patent licensing dispute.
- Represented national lending company and its officers in a class action alleging that it violated Pennsylvania’s usury laws.
- Obtained preliminary and permanent injunctive relief in the Delaware Court of Chancery on behalf of global manufacturer of food products in an action against former executive for misappropriation of trade secrets.
- Represented large national lending companies in multiple enforcement actions brought by a number of states for the alleged violation of consumer protection statutes and usury laws.
- Represented former officer of company in action to force company to honor contractual option to purchase shares of the company.
- Defended major national bank in action for the alleged breach of a commercial lease.
- Delaware State Bar Association
- American Bar Association
News and Insights
- “DELAWARE: Governor John Carney’s Ninth Modification of Declaration of a State of Emergency for the State of Delaware due to a Public Health Threat,” Eckert Seamans’ Legal Update, April 3, 2020.
- “Director and Officer Indemnification and Advancement Rights,” co-author of book chapter in the American Bar Association’s 2017 edition of Recent Developments in Business and Corporate Litigation, April 2017.
- “Delaware Chancery Court Strikes Down Fee-Shifting Bylaw,” co-author, Delaware Business Court Insider, January 2017.
- “Delaware Supreme Court Affirms Award of Expectation Damages Resulting from a Party’s Failure to Negotiate the Terms of a Final Agreement in Good Faith,” Business Law Today, March 2016.
- “Director and Officer Indemnification and Advancement Rights,” a chapter in Recent Developments in Business and Corporate Litigation (American Bar Association, Spring 2015).
- “Court Provides Additional Guidance on Mootness Fee Procedures,” Delaware Business Court Insider, April 2015.
- “Consumer Finance Protection Bureau Enforcement Activity Updates,” OLA Conference, 2012.