R. Judson Scaggs, Jr.
For over 30 years, RJ has concentrated his practice on the litigation of corporate law issues and business disputes. He defends corporate directors against breach of fiduciary duty claims and litigates challenges to mergers, acquisitions, recapitalizations and other strategic corporate transactions.
His case load over the years has included numerous class and derivative matters as well as a variety of corporate and alternative entity (partnerships, limited liability companies, limited liability partnerships) disputes, including actions seeking inspection of books and records, indemnification of officers and directors, challenges to the election of directors, dissolution, liquidation, appointment of trustees and many others.
He served as lead counsel in Malone v. Brincat. He argued the appeal addressing the disclosure duties of Delaware directors. This case was included in the Delaware Supreme Court Golden Anniversary volume as one of the twenty most important corporate law cases in the history of the Court.
RJ also has extensive experience in litigation concerning technology and license agreements, trade secrets, interference with contractual relations and other business torts.
He is coauthor of the Bloomberg BNA Corporate Practice Series Portfolio, Derivative Lawsuits. He also has been an adjunct faculty member of the Villanova University School of Law, where he taught advanced contract drafting, merger agreements and related topics.
RJ is chairman of the Delaware State Bar Association’s Lawyer Assistance Committee, which assists Delaware lawyers affected by substance abuse, mental illness or other life issues. He provides pro bono legal services through the Delaware Volunteer Legal Services Program and is on the Firm’s pro bono committee. RJ also is a volunteer and former chairman for Good Neighbors Home Repair, a Christian charity working to make the homes of the needy warmer, safer and drier.
Experience
Obtained dismissal of a derivative suit related to GoPro’s revenue guidance disclosures. In re GoPro, Inc. Stockholder Derivative Litigation, C.A. No. 2018-0784-JRS (Del. Ch., April 28, 2020)
Acted as sole lead counsel in successfully defending incumbent managers of a Delaware limited liability company, Kettner Investments, LLC, in an expedited control contest. Llamas v. Titus, et al., C.A. No. 2018-0516-JTL (Del. Ch. June 18, 2019)
As lead counsel, argued and prevailed in seminal case before the Delaware Supreme Court (en banc) addressing disclosure duties of directors under Delaware law. Malone v. Brincat, 722 A.2d 5 (Del. 1998)
As lead counsel, argued, prevailed and made new law in case before the Delaware Supreme Court concerning the distinction between corporate derivative claims and direct class action claims. Gatz v. Ponsoldt, 925 A.2d, 1265 (Del. 2007)
Lead counsel in obtaining favorable post-trial decision on claims for alleged breaches of a technology licensing agreement. eCommerce Industries v. MWA Intelligence Inc., C.A. No. 7471-VCP (Del. Ch. Oct. 4, 2013)
Acted as lead counsel in defending multiple post-merger appraisal proceedings. Kettleton Multi-Year Holdings v. Sourcefire LLC, C.A. No. 9157-VCL; Quadre Investments, L.P. v. LCA-Vision Inc., C.A. No. 9646-VCP; Kettleton Multi-Year Holdings LLC vs Sourcefire LLC, C.A. No. 9157-VCL
Successfully obtained expedition on Neapco’s breach of contract and declaratory judgment claims arising from a supply agreement and conducted extensive discovery in advance of an expedited trial. Neapco Drivelines, LLC v. Arconic Inc., C.A. No. 2019-0767-PAF
Represented Conduent for breach of contract seeking injunctive relief and damages related to Conduent’s servicing of student loans. Navient Sols., LLC, et al. v. Conduent Educ. Servs., LLC, C.A. No. 2019-0316-JTL
Obtained a post-trial decision from the Court of Chancery on behalf of Preston Hollow Capital holding municipal bond behemoth Nuveen liable for illegally damaging Preston Hollow’s business relationships by using “threats and lies” and “its size in the market” in an effort “to destroy Preston Hollow.” Preston Hollow Capital LLC v. Nuveen LLC et al., C.A. No. 2019-0169-SG
Obtained dismissal of derivative suit against directors of Uber Technologies, Inc., which was affirmed on appeal by the Delaware Supreme Court. McElrath v. Kalanick et al., C.A. No. 181,2019
Represented View Inc. in litigation challenging the validity of the venture-capital-backed start-up’s capital structure. The case involved an application of the relatively new Delaware corporate law statute (Section 204) allowing for the ratification of past defects in authorization for corporate acts. Paul Nguyen v. View, Inc., C.A. No. 11138-VCN and In re View, Inc. Litigation, Del. Ch., C.A. No. 2017-0762
Successfully represented The HC Companies in post-closing indemnification dispute, securing Motion for Partial Summary Judgment in case involving breaches of representations and warranties arising from the sale of equipment and machinery via an asset purchase agreement. The HC Companies, Inc. v. Myers Industries, Inc., C.A. No. 12671-VCS
Prosecuting claims for breach of releases seeking recovery of more than $100 million in legal fees expended to defend unsuccessful litigation brought in Guernsey. Carlyle Investment Management LLC v. Moonmouth Company S.A., CA No. 7841-VCMR
Counsel for directors of a global biopharmaceutical company with $90 billion market capitalization in successful defense of derivative claims. Fernicola v. Hugin, C.A. No. 11748-VCMR (2016)
Lead counsel prosecuting claims on behalf of Accredited Home Lenders, a sub-prime mortgage lender, to require Lone Star Fund to consummate a merger agreement. Case settlement included closing of the merger. Accredited Home Lenders Holding Co. v. Lone Star Fund V (U.S.), L.P., C.A. No. 3160-VCL
Counsel in successful defense of action seeking to force closing of merger transaction. Alliance Data Systems Corp. v. Blackstone Capital Partners V, L.P., et al., C.A. No. 3796-VCS
Lead counsel in obtaining jury verdict in Delaware Superior Court enforcing complex financial obligations of company in favor of venture capital investor. Athenian Venture Partners I, et al. v. GMG Capital Investments, LLC, C.A. No. 08C-04-084-DCS (Del. Super. March 25, 2013)
Counsel in precedent-setting case related to the duties of directors in tender offer transactions. In re Siliconix Shareholders Litigation, 2001 WL 716787 (Del. Ch. June 19, 2001)
Trial and appellate (argued) counsel in expedited, precedent-setting action seeking determination of proper members of board of directors. Klaassen v. Allegro Development Corp., C.A. No. 8626-VCL
Lead trial and appellate counsel in dispute regarding demand for a list of partners of limited partnership. Parkcentral Global LP v. Brown Investment Management LP, No. 288, 2010
Obtained injunction against proceeding in Georgia state court based on Delaware forum selection provision in asset acquisition agreement. Weiner v. Milliken Design, Inc., C.A. No. 9671-VCP
Lead litigation counsel in obtaining first order granting correction of corporate irregularities under new Delaware statute, which facilitated an initial public stock offering. In re Trupanion, Inc., C.A. No. 9496-VCP
Lead counsel in successful defense of motion for temporary restraining order seeking to halt marketing and sales of pharmaceutical based on alleged breaches of license agreement. Case settled after TRO decision. Glenmark Generics, Inc. USA, et al. v. Astellas Pharma Europe B.V., et al., C.A. No. 8984-VCP
Acted as counsel to Carlyle investment management in obtaining injunction against a proceeding in Kuwait based on forum selection provision in investment agreement, which was affirmed on appeal. Carlyle
Investment Management, LLC v. National Industries Group, C.A. No. 8580-VCN (Del. Supr. Ct., en banc, May 29, 2013)
Lead counsel in successful defense of claims seeking dissolution of a limited liability company. Lalonde v. PBM Capital Investments LLC, C.A. No. 8580-VCN
Counsel to defendant in defeating motion for temporary restraining order that would have required continuation of services under acquisition agreement. Plaintiff abandoned all claims after TRO decision. Eurofins Botanical Testing US, Inc. v. Chromadex Corp., C.A. 2018-0592-CB (2018)
Counsel as part of team that prevailed in trial over post-closing tax adjustments in corporate acquisition. Cyber Holding LLC v. CyberCore Holding, Inc., C.A. No. 7369-VCN
Lead counsel in successful enforcement of environmental indemnity provision in an asset acquisition agreement. Lucite International, Inc. v. E.I. du Pont de Nemours and Company, C.A. No. 2.09-CV-02279 (W.D. Tenn. May 5, 2011)
News & Insights
Firm News, 11.18.2019
Honors & Recognitions
Chambers USA: Guide to America’s Leading Lawyers, ranked in Delaware, Chancery, since 2015
The Legal 500 US, mentioned in M&A litigation, 2016, 2018-2021
The Best Lawyers in America, listed in Delaware commercial litigation, since 2009
Delaware Super Lawyers, listed in business litigation, since 2013
Corporate Counsel, Top Lawyers in bet-the-company litigation, 2009
Professional & Civic
American Bar Association
Delaware State Bar Association (Corporation Law Section, Litigation Section, and Lawyer Assistance Committee (former chair))
Delaware Volunteer Legal Services Program
Good Neighbors Home Repair (volunteer and former chair)
Education
William & Mary Law School, JD, class valedictorian and Order of the Coif, 1988
William and Mary Law Review, member
Washington and Lee University, BA, philosophy, 1981
US Marine Corp., Artillery Officer, Captain, 1981-1985
Admissions
- Delaware, 1989
- US District Court for the District of Delaware, 1989
- US Court of Appeals for the Third Circuit, 1989
- US Court of Appeals for the Federal Circuit, 1993
RJ successfully argued the appeal of one of the seminal cases addressing the disclosure duties of Delaware directors. This case was deemed one of the twenty most important corporate law cases in the history of the court in the Delaware Supreme Court Golden Anniversary volume.