Joanna J. Cline

Joanna’s practice includes a variety of commercial and corporate matters, with notable experience in handling disputes over stock and asset purchase agreements, alleged breaches of fiduciary duty, information rights, securities litigation, restrictive covenants, general contract litigation, fraud, RICO, and antitrust.

She regularly appears in the Delaware state and federal courts and has significant trial experience across the U.S., including jury and bench trials as well as arbitrations in FINRA, AAA, JAMS, and other forums. Joanna also is managing partner of the firm’s Wilmington office.

Joanna is active in pro bono matters. She led the team that served as pro bono co-counsel with the American Civil Liberties Union of Delaware (ACLU) and Community Legal Aid Society, Inc. (CLASI) in bringing claims on behalf of mentally ill inmates being held in solitary confinement by the Delaware Department of Correction. The case resulted in a successful settlement on behalf of the inmates, including improved conditions and mental health treatment services. In recognition of its efforts, the case team received a number of awards, including the ACLU’s Clarence Darrow Award, CLASI’s Founder’s Award, the National Disability Rights Network (NDRN) Advocacy Award, and the Delaware State Bar Association’s Christopher W. White Distinguished Access to Justice Leadership Award.

Joanna is an adjunct professor at the University of Pennsylvania Law School, where she teaches an introductory class in general business law in the Master in Law program.

Trial and Dispute Resolution

• Obtained summary judgment for the defense in an arbitration involving a contract dispute regarding the purchase of LLC membership interests.
• Obtained a defense verdict in a bench trial on behalf of a state governmental agency defending a takings claim.
• Achieving a favorable settlement and dismissal of claims on behalf of a global information technology company in a fraud and breach of contract action arising out of plaintiffs’ acquisition of our client’s health information management business.
• Defending public companies in defense of 10b-5 claims.
• Obtaining a complete defense award, and prevailing in part on counterclaims, in an arbitration between a pharmaceutical manufacturer and its licensee regarding the interpretation of the license agreement.
• Obtaining a complete defense verdict in a bench trial of a dispute between two plastics manufacturers regarding the interpretation of an asset purchase agreement.
• Obtaining a complete defense award in a FINRA arbitration on behalf of a broker-dealer sued by an investor.
• Successfully arbitrating a contract claim on behalf of a manufacturer of safety valves, obtaining a de minimis judgment in the face of a $40 million claim.
• Trying to a jury verdict an implied contract case regarding software development (case settled favorably post-verdict).
• Obtained summary judgment for a security software company accused of securities violations by a former employee.
• Obtained a motion to dismiss RICO claims filed against a medical device manufacturer (6th Circuit).
• Obtained summary judgment in two separate RICO actions filed against an importer/distributor of craft products (3rd and 9th Circuits).
• Defending an Internet company against a class action alleging RICO, cybersquatting and other claims asserted with respect to the use of certain domain names (RICO claims were dismissed and class cert denied, leading to a successful settlement) (7th Circuit).
• Defending manufacturers in dealer termination arbitrations.

Delaware Court of Chancery

• Successfully defeating plaintiff’s attempt to temporarily restrain and later preliminarily enjoin our client from working for alleged competitor of plaintiff.
• Multiple representations defending buyer corporations against stockholder committees’ claims regarding earnout payments.
• Representing a stockholder committee seeking to enforce earn-out payment obligations of a publicly traded health care company under the parties’ merger agreement.
• Representing a former member of a real estate investment and management firm seeking to enforce certain of the firm’s contractual obligations under its LLC agreement.
• Successfully representing an LLC member in recovering funds from other members of the LLC as part of consensual resolution of a breach of contract action.
• Resolved disputes regarding alleged breaches of representations and warranties in asset purchase agreements and stock purchase agreements.
• Resolved claims regarding fiduciary duties owed by directors of corporations and members of LLCs.
• Advised on demands for inspection of corporate books and records.
• Defeated stockholder challenges to corporate mergers, involving claims that disclosures were inadequate.
• Litigating disputes regarding board composition under Section 225 of the Delaware General Corporation Law.