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A. ZACHARY NAYLOR, an associate in the Wilmington office, is a graduate of the Widener University School of Law (J.D., 2003 magna cum laude), the University of Delaware (B.A. in Economics and Political Science, 2000) and Salesianum School. Mr. Naylor is admitted to practice in the State of Delaware, the District of Delaware and the Third Circuit Court of Appeals. While at Widener, he served as Wolcott Law Clerk to the Honorable Joseph T. Walsh of the Supreme Court of Delaware. He was also a Managing Editor of the Delaware Journal of Corporate Law, meriting the Russell R. Levin Memorial Award for outstanding service and dedication to that publication.

Together with the Firm’s Partners, Mr. Naylor has assisted or is assisting in the prosecution of numerous shareholder and unitholder class and derivative actions arising pursuant to Delaware law, including;

• In re Freeport McMoRan Sulphur Inc. Shareholder Litigation, C.A. No. 16729-NC (Del. Ch.)

This Action challenged the fairness of the terms and process of a 1998 merger between Freeport-McMoRan Sulphur Inc. and McMoRan Oil & Gas, Co. See e.g. 2005 WL 1653923 (Del. Ch. June 30, 2005) and 2005 WL 225040 (Del. Ch. Jan. 26, 2005). A settlement providing for a $17.5 million fund for the class was approved by the Court of Chancery on April 20, 2006.

• IG Holdings, Inc. et.al. v. Hallwood Realty, LLC, C.A. No. 20283-NC (Del. Ch.)

This Action challenged the response of a Partnership’s general partner to a tender offer and the eventual allocation of merger consideration between the general partner and limited partners. Ultimately, as a result of the litigation, the limited partners received a premium price for their units, protected by a floor.

• Saito, et.al. v. McCall, et.al., C.A. No. 17132-NC (Del. Ch.)

This Action involved derivative litigation on behalf of McKesson HBOC arising from alleged oversight violations by certain board members. The Court approved a settlement including a $30 million fund for the Company’s behalf, mechanisms to protect the independent prosecution of certain realigned claims, and other corporate governance benefits. The settlement represents a historically large achievement for cases of this type and was characterized by the Court of Chancery as “strikingly good” particularly in light of the “onerous path” presented by Delaware law for derivative Plaintiffs.

• In re Chiron Shareholder Deal Litigation, Consol. Case No. RG05-230567 (Cal). & In re Chiron Corporation Shareholder Litigation, C.A. No. 1602-N (Del. Ch.)

These Actions seek to enjoin the proposed acquisition of shares of Chiron Corporation not already held by its 42% stockholder, Novartis AG. The Action also seeks to invalidate certain contractual provisions that effectively prevent Chiron board members from effectively discharging their unremitting fiduciary duties in accordance with Delaware law.

• Gelfman et.al. v. Weeden Investors, L.P., et.al., C.A. No. 18519 (Del. Ch.)

This Action alleged that the corporate general partner (and its board of directors) of a limited partnership violated contractual and fiduciary duties owed to limited partners. Following a trial on the merits, Plaintiffs prevailed on a substantial portion of their claims resulting in a judgment in favor of Plaintiffs. See e.g. 859 A.2d 89 (Del. 2004)

   Friday, July 04th, 2008