Douglas D. Herrmann

Doug has extensive experience representing clients in the Delaware Court of Chancery as well as in state and federal courts throughout the U.S. in a broad range of disputes regarding corporations and alternative entities, including: mergers and acquisitions, alleged breaches of fiduciary duty, securities class actions control challenges, books and records demands, business divorce and dissolution, advancement and indemnification, statutory appraisal rights, earn-out provisions, and petitions to compel or enjoin arbitration.

Doug also has substantial experience representing debtors and creditors, including in adversary proceedings and contested matters in bankruptcy proceedings relating to plan confirmation, claims disputes and avoidance actions.

Doug has written numerous articles on Delaware law issues and was appointed by the Delaware Supreme Court to serve on the Delaware Board of Bar Examiners and the Delaware Commission on Law and Technology.

Delaware Court of Chancery

• Multiple representations of directors and officers involving alleged breaches of fiduciary duties relating to mergers and acquisitions, including most recently, directors of GCI Liberty, Inc. arising from its multibillion-dollar merger with Liberty Broadband, Inc. and the special committee of Voltari Corporation directors, who negotiated a challenged multimillion-dollar going-private transaction with the controlling stockholder of Voltari Corporation.
• Multiple representations of public and private entities providing advice on demands for inspection of corporate books and records, including, most recently, involving a public leading financial technology company and a private health care company.
• Multiple representations of both entities and officers and directors in actions seeking advancement/indemnification proceedings, including Sanger v. Texo Ventures, LLC, C.A. No. 2017-0077-VCG, Ephrat v. medCPU, Inc., C.A. No. 2018-0852-MTZ.
• Multiple actions involving disputes regarding contested election/appointments under Section 225 of the Delaware General Corporation Law and Section 18-110 of the Delaware Limited Liability Company Act, including in Discovery Asset Management Co., Ltd, C.A. No. 2020-0367-JRS, Baksa v. Bernard, C.A. No. 2017-0395-JTL, Crowder v. Sanger, C.A. No. 12952-VCG, Obeid v. Hogan, C.A. No. 11900-VCL, Morelli v. Waite, C.A. No. 8001-VCP, TR Investors, LLC v. Genger, C.A. No. 3994-CS.
• Multiple representations regarding earn out payments as counsel for sellers and buyers, including, most recently, involving a buyer in connection with its stock purchase of an education company.
• Secured favorable outcomes in early stages of litigation for numerous corporations and their directors and officers in multiple derivative actions alleging various breaches of fiduciary duty and violations of Section 14(a) of the Securities Exchange Act of 1934 which challenged the price, process, and disclosures of the company in relation to M&A transactions.
• Represented clients in a proceeding to obtain court approval to validate defective corporate acts under Sections 204 and 205 of the Delaware General Corporation Law while also successfully defending alleged claims of breaches of fiduciary duty.
• Represented a leading ethereum blockchain organization to recover amounts under the Simple Agreement for Future Equity (SAFE Agreement).
• Multiple representations of directors and officers (and managers and members of LLCs) involving claims regarding fiduciary duties owed by such persons pertaining to alleged related-party and self-dealing transactions.
• Represented a general partner and fiduciaries of a real estate holding company against claims for breach of contract and breach of fiduciary duties in connection with interpretation of L.P. Agreement.
• Represented a licensor in a breach of contract dispute concerning the licensing and development of software for use in cellular products.
• Represented a member of LLC in action to compel judicial dissolution of two joint ventures that operate continuing care retirement communities.
• Represented a stockholder in suit to compel judicial dissolution of joint venture pharmaceutical company, including assertion of counterclaims for breach of contract, fraudulent inducement, and negligent misrepresentation.

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• Best Lawyers in America®: Litigation – Securities (2024-2026)