Taylor B. Bartholomew

• Member, Delaware State Bar Association
• Serves on the Duke University School of Law alumni board for the Philadelphia area

• Speaker, “2025 Public Company Seminar,” Troutman Pepper Locke Webinar, October 29, 2025.
• Speaker, Jake Baldino’s YouTube show, October 2025.
• Speaker, “Business Roundtable on Opportunities in the Region of Lazio,” National Italian American Foundation, April 10, 2025.
• Speaker, Troutman Pepper’s 2024 Public Company Seminar, October 24, 2024.

• Co-author, “Delaware Supreme Court Holds That Post-Demand Evidence May Support a Credible Basis Finding in Section 220 Actions,” Troutman Pepper Locke, April 10, 2026.
• Co-author, “Time Back on the Clock: Delaware Court of Chancery Equitably Extends Earnout Period to Remedy Buyer’s Breach,” Troutman Pepper Locke, March 24, 2026.
• Co-author, “Delaware Court of Chancery Holds That Granting a Security Interest Can Constitute a ‘Transfer,’ With Significant Implications for Financing Transactions,” Troutman Pepper Locke, March 12, 2026.
• Co-author, “Delaware Supreme Court Upholds Constitutionality of SB 21: The Amended Section 144 Safe Harbors Are Here to Stay,” Troutman Pepper Locke, March 2, 2026.
• Co-author, “Materiality Scrape Meets the Absence of Changes Representation: Delaware Superior Court Establishes Order of Operations for Deal Attorneys,” Troutman Pepper Locke, February 23, 2026.
• Co-author, “Delaware Supreme Court Reverses Chancery Court Opinion: Restrictive Covenants Not Rendered Unenforceable by Post-Formation Forfeiture of Consideration,” Troutman Pepper Locke, February 16, 2026.
• Co-author, “Magic Words Required: The Court of Chancery Holds That the Phrase ‘Payable as Incurred’ Does Not Create Advancement Rights,” Troutman Pepper Locke, December 15, 2025.
• Co-author, “Integration Clause Without Anti-Reliance Provision Precludes Fraud Claims Where Extra-Contractual Misrepresentation Directly Conflicts With Express Contract Term,” Troutman Pepper Locke, November 24, 2025.
• Co-author, “Delaware Court of Chancery Rescinds Stock Cancellation and Stock Repurchase Agreements for Board of Directors’ Failure to Adhere to Corporate Formalities,” Troutman Pepper Locke, September 29, 2025.
• Co-author, “Delaware Court of Chancery Invalidates Noncompete in Incentive Equity Agreements Due to Overbreadth,” Troutman Pepper Locke, September 17, 2025.
• Co-author, “Delaware Court of Chancery Holds That the Exercise of a Midstream-Adopted Call Right Was Invalid,” Troutman Pepper Locke, August 25, 2025.
• Co-author, “Delaware Supreme Court Clarifies Indemnification Notice Requirements in M&A Escrow Dispute,” Troutman Pepper Locke, August 18, 2025.
• Co-author, “Delaware Court of Chancery Invalidates Noncompete Provision Found in Typical Sponsor Equity Documents,” Troutman Pepper Locke, August 13, 2025.
• Co-author, “Delaware Court of Chancery Allows Amendment of LLC Agreement to Permit Disparate Consideration Where Amendment Provisions Were Followed,” Troutman Pepper Locke, May 29, 2025.
• Co-author, “Restrictive Covenants Unenforceable Where Consideration Forfeited,” Troutman Pepper Locke, May 22, 2025.
• Co-author, “2025 DGCL Amendments Take Effect, Introducing Sweeping Safe Harbor Provisions for Conflict Transactions,” Troutman Pepper Locke, March 26, 2025.
• Co-author, “A Sharper Focus: Exploring VC Side Letters,” Troutman Pepper Locke, January 21, 2025.
• Co-author, “Delaware Court of Chancery Holds That Proposed Conversion Did Not Trigger a Blocking Right Covering Charter Repeals,” Troutman Pepper Locke, January 13, 2025.
• Co-author, “Chancery Addresses “Commercially Reasonable Efforts” Clauses in the Context of an Earnout Dispute,” Troutman Pepper, November 6, 2024.
• Co-author, “Delaware Supreme Court Strikes Down Unintelligible and Inequitable Bylaws,” Troutman Pepper, August 9, 2024.
• Co-author, “Delaware Corporate Charters Cannot Incorporate Provisions of Third-Party Agreements by Reference,” Troutman Pepper, August 7, 2024.
• Co-author, ““Market Practice” 2024 DGCL Amendments Become Effective,” Troutman Pepper, August 1, 2024.
• Co-author, “Say What You Mean and Mean What You Say: Chancery Court Confirms Arbitration Award Requiring Seller to Pay Buyer $87 Million for the Acquisition of the Seller’s Business,” Troutman Pepper, June 4, 2024.
• Co-author, “Delaware Supreme Court Confirms Dual MFW Protections Are Needed Outside of the Freeze-Out Merger Context for Application of Business Judgment Rule,” Troutman Pepper, April 4, 2024.
• Co-author, “Delaware Court of Chancery Invalidates Common Governance Rights in Stockholder Agreement,” Troutman Pepper, March 19, 2024.
• Co-author, “‘Market Practice Needs to Check Itself’ – A Reminder from the Court of Chancery that M&A Practitioners Must Strictly Abide by Statutory Requirements When Approving Mergers,” Troutman Pepper, March 15, 2024.
• Co-author, “Chancery’s Sears Ruling Clarifies Stockholder Duties,” Law360, February 2, 2024.
• Co-author, “Delaware Court of Chancery Clarifies Fiduciary Limitations on Controlling Stockholder’s Exercise of Voting Power,” Troutman Pepper, January 25, 2024.
• Co-author, “Contracting Around Extrinsic Evidence in Delaware,” Troutman Pepper, January 23, 2024.
• Co-author, “Delaware Court of Chancery Confirms Enforceability of Identity-Based Voting Stock,” Troutman Pepper, January 10, 2024.
• Co-author, “Delaware Court of Chancery Addresses Enforceability of Con Ed Provision,” Troutman Pepper, January 8, 2024.
• Co-author, “Delaware Further Updates its Framework for Equity Award Delegations,” Troutman Pepper, September 19, 2023.
• Co-author, “2023 Amendments to DGCL Streamline Ratification of Defective Corporate Acts, Stock Splits, and Other Corporate Actions,” Troutman Pepper, July 31, 2023.
• Co-author, “2023 Amendments to Delaware Alternative Entity Statutes,” Troutman Pepper, July 31, 2023.
• Co-author, “Ninth Circuit En Banc Panel Doubles Down: Maintains Enforceability of Delaware Exclusive Forum Provision Foreclosing Stockholder’s Derivative Securities Exchange Act Claim,” Troutman Pepper, July 24, 2023.
• Co-author, “Delaware Court of Chancery Confirms Enforceability of NVCA Covenant Not to Sue for Breach of Fiduciary Duty,” Troutman Pepper, June 6, 2023.
• Co-author, “Delaware Court of Chancery Strikes Down Another Sale of Business Noncompete,” Troutman Pepper, April 18, 2023.
• Co-author, “Preserving the Corporate Attorney-Client Privilege as Against Investors,” Troutman Pepper, April 13, 2023.
• Co-author, “No Class Voting Right Available to Nonvoting Class for Adoption of Officer Exculpation Provision,” Troutman Pepper, April 12, 2023.
• Co-author, “More Than a Majority: Chancery Court Provides Rare Guidance on Charter Amendments,” Troutman Pepper, February 16, 2023.
• Co-author, “Oversight Duties Apply to Corporate Officers,” Troutman Pepper, February 6, 2023.
• Co-author, “Court of Chancery Strikes Down Restrictive Covenants Designed to Protect Private Equity Investments Beyond the Target,” Troutman Pepper, January 17, 2023.
• Co-author, “A Cautionary Tale About PE Principal Liability for Portfolio Company Operations,” Troutman Pepper, December 13, 2022.
• Co-author, “An Updated Framework for Delegating Equity Grant-Making Authority in a Delaware Public Company,” Troutman Pepper, August 10, 2022.
• Co-author, “Delaware Corporations Cannot Use Their Charter to Alter the Judicial Standard of Review,” Troutman Pepper, July 27, 2022.
• Co-author, “Circuit Split: Ninth And Seventh Circuits Disagree Over Enforceability of Delaware Exclusive Forum Provisions,” Troutman Pepper, July 25, 2022.
• Co-author, “Failure to Pay “Fair Value” to Holders of Fractional Shares in a Reverse Stock Split Constitutes an Independent Claim in Delaware,” Troutman Pepper, July 6, 2022.
• Co-author, “Closing the Private Equity Fund Triggers Entire Fairness Under Delaware Law,” Troutman Pepper, June 27, 2022.
• Podcast, “Private Equity and Delaware Law – Part Two,” Troutman Pepper, April 27, 2022.
• Co-author, “Proposed Amendments to DGCL Broaden Corporate Autonomy and Stockholders’ Rights,” Troutman Pepper, April 21, 2022.
• Podcast, “Private Equity and Delaware Law – Part One,” Troutman Pepper, April 13, 2022.
• Co-author, “Delaware Court of Chancery Signals That Delaware Is a Pro-Sandbagging Jurisdiction,” Troutman Pepper, March 22, 2022.
• Co-author, “M&A Ruling Illustrates Limits of Disclaiming Fraud in Del.,” Law360, January 13, 2022.
• Co-author, “Disclaiming Fraud Under Delaware Law,” Troutman Pepper, January 11, 2022.
• Co-author, “Common M&A Provision Precludes Private Equity Buyer From Escaping an Aiding and Abetting Claim,” Troutman Pepper, December 10, 2021.
• Co-author, “An Overview of the 2021 Amendments to the Delaware General Corporation Law and Alternative Entity Acts,” Troutman Pepper, November 16, 2021.
• Co-author, “Upshots of Del. Holding on Appraisal Rights Waivers in M&A,” Law360, October 12, 2021.
• Co-author, “Appraisal Waivers Are Enforceable Under Delaware Law,” Troutman Pepper, September 20, 2021.
• Co-author, “Controlling Stockholder or Member Status Under Delaware Law – A Table of Key Decisions,” Troutman Pepper, July 12, 2021.
• Co-author, “Pill with 5% Trigger Too Poisonous to Address Hypothetical Stockholder Activism,” Troutman Pepper, March 30, 2021.
• Co-author, “Changes to Target’s Business Prompted by COVID-19 Pandemic Breached Ordinary Course Covenant, Permitting Buyer to Escape Deal,” Troutman Pepper, December 2, 2020.
• Co-author, “Fraud on the Board II: Conflicted CEO Tilts Company Sale in PE Firm’s Favor,” Troutman Pepper, October 5, 2020.
• Co-author, “The Latest Successful Caremark Claim,” Troutman Pepper, August 26, 2020.
• Co-author, “Delaware Court of Chancery Tells California to Get Off Its Lawn,” Troutman Pepper, August 17, 2020.
• Co-author, “The 2020 Amendments to the Delaware LLC Act and Partnership Acts,” Troutman Pepper, July 20, 2020.
• Co-author, “The 2020 Amendments to the Delaware General Corporation Law,” Troutman Pepper, July 20, 2020.
• Co-author, “Delaware Standards of Review,” Troutman Pepper, July 9, 2020.
• Co-author, “A Flowchart of Delaware Standards of Review,” Troutman Pepper, July 8, 2020.
• Co-author, “Fraud on the Board: Material Conflicts Must Be Disclosed to the Board to Warrant Business Judgment Review,” Troutman Pepper, July 7, 2020.
• Co-author, “Fiduciary Duty of Disclosure Does Not Apply to Individual Transactions With Equityholders,” Pepper Hamilton, June 24, 2020.
• Co-author, “MFW Pitfalls: Bypassing the Special Committee and Retaining Authority to Pursue Detrimental Alternatives,” Pepper Hamilton, June 12, 2020.
• Co-author, “Attorney-Client Privilege Does Not Pass to the Buyer in Asset Deal,” Pepper Hamilton, June 5, 2020.
• Co-author, “Delaware Chancery Court Sustains Breach of Fiduciary Duty Claims Against Nonparty to LLC Agreement,” Pepper Hamilton, May 26. 2020.
• Co-author, “LLC Member Buyout Provision With Familiar Wording Held to Be Irrevocable,” Pepper Hamilton, March 30, 2020.
• Co-author, “Boards of Directors May Be Required to Disclose Reasons Behind Financial Advisor Withdrawal,” Pepper Hamilton, March 26, 2020.
• Co-author, “Exclusive Federal Forum Selection Provisions for Securities Act Claims Held to be Valid in Delaware,” Pepper Hamilton, March 19, 2020.
• Co-author, “Ab Initio 2.0: Even Without a Controller, Special Committees Must Be Formed Before Economic Negotiations Begin,” Pepper Hamilton, March 9, 2020.
• Co-author, “Board’s Discretion to Select Among Competing Acquisition Proposals Confirmed,” Pepper Hamilton, February 5, 2020.
• Co-author, “Enforcing Del. Choice-Of-Law Provisions In Restrictive Covenant Agreements,” Pepper Hamilton, September 25, 2019.
• Co-author, “Amended Delaware Laws Allow Transactions to Be Documented Electronically, Among Other Changes,” Pepper Hamilton, July 23, 2019.
• Co-author, “Protecting Privileged Pre-Merger Communications Through Contractual Provisions,” Pepper Hamilton, June 5, 2019.
• Co-author, “Non-Delaware PE Firms Should Be Aware of Potential Jurisdictional Hook,” Pepper Hamilton, April 26, 2019.
• Co-author, “Efforts Clauses Do Not Impose Duty to Warn and Notice Provisions Will Be Strictly Enforced,” Pepper Hamilton, April 3, 2019.
• Co-author, “The Importance of Well-Crafted Corporate Opportunity Waivers in Private Equity and Venture Capital Investments,” Pepper Hamilton, February 21, 2019.

For a complete list of articles, click here.

• Quoted, “C-Suite Liability Shield Poised for More Shareholder Balloting,” Bloomberg Law, November 15, 2022.