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Cathy L. Reese

Principal

Delaware

302-778-8467

Cathy L. Reese is a Principal in the Delaware office of Fish & Richardson, heads the firm’s Chancery and Corporate Governance practice, and is Co-Chair of the IP Risk Management Group (RISC/return). She is an established trial attorney with extensive experience in corporate, technology, trade secrets and complex commercial litigation, as well as corporate governance counseling and corporate opinions. According to every edition of Chambers USA: America's Leading Business Lawyers, which conducts in-depth interviews with clients and practicing attorneys and does not list lawyers "unless they are strongly recommended by the market," Cathy is one of a small group of lawyers ranked as the leading litigators in Delaware in the areas of business litigation and the handling of matters before the Delaware Court of Chancery. Cathy has also been selected by Delaware's legal community and a "Blue Ribbon Committee" of retired Delaware judges as one of the top 10 corporate litigators in Delaware according to a poll of 2,700 members of the Delaware State Bar Association published in Delaware Today magazine. Cathy has also been named by Law & Politics as a "Delaware Super Lawyer" in the area of business litigation based on a "rigorous multi-step selection process," including a statewide survey of lawyers, a separate evaluation of indicators of peer recognition and professional achievement, and peer evaluation by practice area. She has also been listed in the national 2008 and 2009 Corporate Counsel Edition of Super Lawyers for Business Litigation.

Cathy counsels corporations, their boards of directors, committees of the board, including Science and Technology Committees, officers, stockholders, and investors regarding corporate and fiduciary issues pertaining to corporate transactions and intellectual property. Her Chancery litigation practice includes: breach of fiduciary duty claims, corporate governance and election disputes, and statutory proceedings under the Delaware General Corporation Law. Cathy has also had substantial successes in other complex litigation, including fraud claims, trade secret and technology disputes and intellectual property litigation in Delaware's U.S. District Court and Chancery Court. Cathy often is called upon by outside law firms to provide opinions on Delaware law issues or "Delaware counsel."

Admissions

Delaware
United States District Court for the District of Delaware

Clerkships

The Honorable Philip Nichols, Jr., United States Court of Appeals for the Federal Circuit, 1989 - 1989

Memberships and Affiliations

Faculty Member, TopBoards Speakers Bureau (www.beechercarlson.com).
Chair, Intellectual Asset Corporate Governance Committee of the Intellectual Asset Finance Society (www.iafinance.org) (2006-present).
Member, Delaware State Bar Association; Vice Chair, Corporate Counsel Section (2010-2011); Former Chair, Young Lawyers Section (1995).
Member, American Bar Association, Business Lawyers Committee.
Member, Board of Trustees, Delaware Leadership Foundation (1999-present).
Member, Board of Trustees, Delaware Hospice, Inc. (1995-2005).
Elected two-term Chester County, Pennsylvania Committeewoman (1994-1998).
Member, Christian Legal Society.

Other Distinctions

Articles, publications and lectures

"Delaware Court of Chancery Implements New Arbitration Procedures for Rapid Resolution of Business Disputes, Including Patent Disputes" (April 2010)

"Great American Opportunities and Agilent Technologies: Two Post-Trial Decisions Provide Guidance on How to Plead and Prove a Trade Secret Case in Delaware" (February 2010)

Co-author, "Top Five Delaware Chancery Tech Opinions of 2009" (February 2010).

Co-author, "Securing Your Advancement and Indemnification Rights in this Uncertain Economic Climate," Bloomberg Finance L.P., Cathy L. Reese and Brian M. Rostocki (May 2009).

Ms. Reese was interviewed and quoted extensively by the national M&A Journal in the following two articles: "Delaware Double Play: Rare Reversals of M&A Rulings From The Court of Chancery," The M&A Journal (June 2009) ("We look to Vice Chancellor Stephen Lamb, Fish & Richardson’s Cathy Reese, Dechert’s William Lawlor, and Fried Frank’s William G. McGuinness to unravel the various strands of each opinion.") and "A Hex on Hexion. Insight and Negotiating Tips for dealmakers from the Court of Chancery’s Opinion in Hexion v. Huntsman," The M&A Journal (December 2008).

Co-Author, Agilent Technologies, Inc. v. Kirkland: Delaware Court of Chancery Provides Guidance on Pleading Claims for Unfair Competition, Tortious Interference with Prospective Business Relations, and Violations of the Delaware Deceptive Trade Practices Act (March 2009).

Co-Author, "Weatherproofing Your Intellectual Property Revenues During This Economic Storm", Cathy L. Reese, Brian M. Rostocki, and Charles B. Vincent (Bloomberg 2008).

Author, "How the Delaware Courts Have Valued S Corporations Applying The Fair Value Standard," Paper for FAE Business Valuation Conference in NYC, (May 19, 2008) (discussing Ms. Reese’s Delaware Open MRI appraisal case in the Delaware Chancery Court).

Co-Author, "Delaware Court of Chancery Orders Production of Investment Banker's Documents," (August 2008).

Co-Author, "Material Adverse Change Clauses: The Metrics in Delaware, Plus Drafting and Negotiation Advice," Cathy L. Reese, Brian M. Rostocki, Kyle Wagner Compton, and Joseph W. Bartlett (Bloomberg 2008).

Co-Author, "Nokia Corp. v. Qualcomm Inc.: The Increasing Use of the Delaware Court of Chancery for Litigating or Mediating Intellectual Property Disputes," 3 Bloomberg Corp. L.J. 189 (2008).

Co-Author, "Delaware Supreme Court Rejects Director's Attempt to Bring Derivative Action in His Capacity as a Director," (February 2008).

Co-Author, "Corporate and Chancery Year in Review 2007," (January 2008).

Co-Author, "Delaware Court of Chancery Rejects Special Committee's Assertion of Attorney-Client Privilege," (December 2007).

Co-Author, "Mediation of Technology and Business-Related Disputes in the Delaware Court of Chancery," (July 2007).

Co-Author, "Delaware Supreme Court Limits Creditor Claims Against Directors," (July 2007).

Co-Author, "SEC to Certify Questions of Law to Delaware Supreme Court," (May 2007).

Co-Author, "In re Appraisal of Transkaryotic Therapies, Inc.: Delaware Court of Chancery Clarifies Standing Requirements to Bring an Appraisal Action," (May 2007).

Co-Author, "Directors and IP: Personal Liability May Be at Stake," San Diego Daily Transcript, July 18, 2007.

Co-Author, "Director Ignorance of IP Issues Could Mean Trouble," Boston Business Journal, June 1-7, 2007.

Co-Author, "Directors Take Heed," Intellectual Asset Management, April/May 2007.

Co-Author, "When Loyalty Means Liability," Directorship, April/May 2007.

Co-Author, "Directors Beware: Ignorance Can Mean Bucks, Not Bliss," Technology Times, February 2007.

Co-Author of Treatise, Leveraged Buyouts, ALM Journal Press, 2007.

Co-Author, "Recent Developments in Delaware Corporate Law," Delaware Law Review, Volume 7:2, February 2005.

Author, "Locked and Loaded: Delaware Supreme Court Takes Aim at Deal Certainty" M&A Lawyer, June 2003.

Author, "Avoiding the Next Enron," Fortune (April 15, 2002).

Author, "Director and Shareholder Accountability In The Age Of Enron," Corporate Counsel, March 2002.

Author, "Shoring Up Against the Next Wave of Shareholder Suits: Advice for Corporate Counsel," Fulcrum, July 2001.

Author, "Investor Inspection Rights: Your Client's Ultimate Recourse," Ticker, June 2000.

Author, "Shareholder Probing of Corporate Misdeeds," Pensions and Investments, October 27, 1997.

Author, "The Right Stuff," Barron's, July 31, 1995.

Author, "Little-Known Tool Helps Investors Shed Light on Corporate Dealings," Investor's Business Daily, June 14, 1995.

Speaker, “Pleading and Proving Your Trade Secret Case in Delaware”, West Legal Ed Center (June 4, 2010) webinar presentation with Vice Chancellor Parsons of the Delaware Court of Chancery.

Speaker, “What is Driving Intangible Asset Risk Management Into the C-Suite?”, IAFS (June 4, 2010).

Speaker, “A Tool for Our Times: Risk Management As A Driver of Intellectual Property Protection and Profit”, LEAD (May 7, 2010).

Speaker, NACD presentation entitled "Tangible Risks and Intangible Assets: What Every Director Should Know About Intangibles And Enterprise Risk Management" (November 2009).

Speaker, DSBA seminar entitled "IP Litigation in the ITC, District Court and Delaware Court of Chancery" (December 10, 2008).

Speaker, TopBoards Speakers Bureau, www.beechercarlson.com.

Speaker, "How the Delaware Courts Have Valued S Corporations Applying The Fair Value Standard," FAE Business Valuation Conference in NYC, (May 19, 2008) (discussing Ms. Reese's Delaware Open MRI case).

Speaker, "Document Retention and Destruction," Fulcrum, September 2007.

Speaker, "Reasons for Implementing A Company Records Retention Program," Fulcrum, July 2006.

Speaker, "Designing An Effective Records Retention Program," Fulcrum, May 2005.

Speaker, National Joint Forum of Women Corporate Counsel and Women in Law Firms, Washington, DC, March 2002.

Speaker, National Institute for Women Corporate Counsel, Fulcrum, October 2001.

Moderator, "The Do's and Don'ts of Discovery," DSBA, 1998.

Education

BS, Columbia University 1982
magna cum laude
JD, George Washington University Law School 1989
with honors

Experience

Litigation examples

Corporate Litigation in Delaware's Chancery Court
Actions challenging a corporate merger, acquisition, or asset sale: Dawson v. Pittco Capital Partners, L.P., et al. (Lead Counsel for defendants); Delaware Open MRI Radiology, Inc., et al. v. Kessler, et al. (First chaired trial for squeezed out shareholders in which they obtained twice the merger price for their shares); R-2 Communications v. Icahn, et al. (Counsel for special committee of XO Communications); Andalaro v. PFPC Worldwide, Inc. (First chaired trial for shareholder plaintiffs resulting in multi-million dollar settlement); Metzger v. Barnes & Noble, Inc. (Lead counsel for Barnes & Noble); Aquila, Inc. v. Quanta Services, Inc. (Lead counsel for Wachovia); In re Vitalink Pharmacy Services Inc. (Lead Delaware counsel for Genesis Health Ventures); Norfolk Southern Corp v. Conrail, et al.; Dynamics Corporation of America v. WHX Corp.; American General Corp. v. Unitrin Inc.

Actions under Section 145 of the Delaware General Corporation Law involving the advancement or indemnification of litigation costs incurred by current or former corporate directors and officers: Ransome Development Corporation v. Ransome Group Investors I LLLP (Lead counsel for Ransome Development);Maloney v. AIG (Lead counsel for Maloney); Schoon v. Troy Corporation (Lead counsel for Troy Corporation); Hakimoglu v. Oplink Communications, Inc. (Lead counsel for Oplink); Fuiz v. Biovail Technologies, Ltd. (Second chaired successful Chancery trial); Volinsky v. Harvard Healthnet, Inc. (Lead counsel for Volinsky).

Actions involving claims under Section 211 of the Delaware General Corporation Law to compel shareholder meetings: Bernstein v. Surge Global Energy, Inc. (Lead counsel for Surge); Rudy v. American Film Technologies.

Actions under Section 220 of the Delaware General Corporation Law for corporate books and records: Graffia v. Hartford Computer Group, Inc. (Lead counsel for Hartford); Plummer v. Geostar Corporation (Lead counsel for Geostar Corp); Henne v. Digital River Corporation (Lead Delaware counsel for Digital River Corp.); Bernstein v. Surge Global Energy, Inc. (Lead counsel for Surge); Steel Investment Company v. Troy Corporation (First Chair at trial for Troy Corp.); Intergraph Corporation v. Bentley Systems, Inc. (Lead counsel for Bentley Systems); Horvat v. Newspaper Direct, Inc. (Lead counsel for Horvat); MedCell Biologics, Inc. v. MedCell Biologics, LLC. (Lead counsel for plaintiff MedCell); Arbitrium Handels AG v. Johnston, et al (Counsel for Arbitrium); Raider v. AMFI Corp. (Lead counsel for AMFI).

Actions brought under Section 225 of the Delaware General Corporation Law to challenge a corporate election of directors: FGC Holdings LTD. v. Teltronics, Inc. (First chaired successful trial for FGC Holdings); Dousman v. Kobus, et al. (Lead counsel for defendants); Curry v. Summa, et al. (Lead counsel for defendants); Arbitrium Handels, AG v. Johnston, et al. (Second chaired successful trial for Arbitrium); Raider v. AMFI Corp. (Lead counsel to AMFI).

Actions under Section 262 of the Delaware General Corporation Law for appraisal of stock: Drew v. Trilogy, Inc. (Lead counsel for Drew); Tu, et al. v. Walker Financial Corp. (Obtained summary dismissal as lead counsel for Walker Financial); Delaware Open MRI Radiology Associates, P.A. v. Kessler, et al. (First chaired successful trial for squeezed out shareholders in which they obtained a judgment for twice the merger consideration jointly and severally against the corporation and its individual directors); Andaloro, et al. v. PFPC Worldwide, Inc. (First chaired appraisal trial for plaintiffs in case that settled shortly after trial); Cede & Co. v. Technicolor, Inc.

Actions contesting ownership of stock in a Delaware corporation: Jacobson v. Dryson Acceptance Corp. (lead counsel in appeal to Delaware Supreme Court); Technicorp International II, Inc. v. Johnston et al. (First chaired successful trial for plaintiffs resulting in $30 million judgment and cancellation of defendants' shares); FGC Holdings Ltd. v. Teltronics, Inc. (First chaired successful trial for FGC Holdings).

Actions involving alleged breaches of an LLC operating agreement or partnership agreement: Dawson v. Pittco Capital Partners, L.P., et al. (Lead counsel for defendants); MedCell Biologics, Inc. v. Pittman, et al. (Lead counsel for plaintiffs); Leidesdorf v. Mulholland (Lead counsel for defendants); Elf Atochem North America v. Jaffari (Lead Delaware counsel for Elf Atochem); CAPROC Manager, Inc. v. CAPROC LLC (Lead counsel for defendants).

Actions seeking dissolution of limited partnership, LLC or corporation: In re Arrow Investment Advisors, LLC. (Successfully represented Arrow in obtaining dismissal of action); In re Realmark Property Investors Limited Partnership-VIB; Leidesdorf v. Mulholland, et al. (Lead counsel for defendants).

Actions involving a Delaware trust: Aquila, Inc. v. Wachovia Corporation (Lead counsel for Wachovia); First Union Corporation v. Vesta Insurance Co. (Lead counsel for First Union); Lucent Technologies v. Microsoft Corp. (Argued summary judgment motion for Microsoft).

Shareholder class and derivative suits alleging breaches of fiduciary duty and securities law violations by corporate directors and officers: Steel Inv. Co. v. Smith, et al.; Wolfson v. Cunningham, et al. (Lead counsel for defendants); In re Vitalink Pharmacy Inc. Shareholders Litig. (Lead counsel for Genesis Health Ventures); Carlton Investments, LP v. TLC Beatrice Int'l Holdings, Inc. (Argued 9 motions -- all successful -- for Carlton Investments, LP); In re Delmarva Securities Litig.; Technicorp International II, Inc. v. Johnston, et al. (First chaired successful trial for plaintiffs Statek Corporation and Technicorp in which they obtained a $30 million judgment and cancellation of the defendants' shares); In re Sportsline.Com Shareholders Litig. (Lead counsel for Sportsline).

Actions involving corporate and securities claims regarding hostile tender offer: Dynamics Corporation of America v. WHX Corp. (Counsel for Dynamics Corp. in successfully obtaining an injunction against tender offer); Apple Bancorp, Inc. v. Stahl (Counsel for Apple Bancorp).

Actions to recover stolen or diverted corporate assets: Technicorp International II, Inc. v. Johnston, et al. (First chaired successful trial for plaintiffs); Carlton Investments, LP v. TLC Beatrice Int'l Holdings, Inc. (Counsel for Carlton Investments, LP and successfully argued 9 separate motions prior to $16 million settlement).

Commercial Litigation
Jury trial granting contract rescission based upon fraudulent inducement, piercing the corporate veil, and successor entity liability: Dean v. Brandywine Studios, Inc. (First chaired successful jury trial in which jury came back in 45 minutes with verdict on all counts for client, Jimmy Dean).

Actions involving breaches of contract and fraud claims: Wilmington Trust Company v. Politzer & Haney, Inc. (Lead counsel for Wilmington Trust, successfully argued opposition to motion to dismiss); Sun Coke Corp. v. AK Steel Corp. (Lead counsel for Sun Coke Corp, a subsidiary of Sunoco, and successfully argued motion to dismiss); Biovail Technologies, Ltd. v. Fuiz.

Action and Supreme Court appeal involving insurance coverage and the duty to defend: Corporate Interiors of Delaware, Inc. v. Potomac Ins. Co.; Local No. 98, IBEW v. First USA, et al. (Lead counsel for Corporate Interiors and obtained judgment for Corporate Interiors regarding duty to defend and successfully argued Supreme Court appeal affirming judgment).

Intellectual Property Litigation
Actions involving patent or trademark infringement: Lucent Technologies, Inc., et al. v. Microsoft Corp. (counsel for Microsoft, argued summary judgment motions for Microsoft); Multimedia Patent Trust v. Microsoft Corp. (counsel for Microsoft); Wal-Mart Stores, Inc. v. Kmart Corporation (Lead Delaware counsel for Wal-Mart); Jimmy Buffett v. Davidson, et al. (Lead counsel for Jimmy Buffet); Internet Media v. Office Depot, et al. (Lead Delaware counsel for Office Depot).

Actions involving software licensing agreements and challenges related to software implementations: Wilmington Trust Company v. Politzer & Haney (Lead counsel for Wilmington Trust); Intelligent Electronics Inc. v. Andersen Consulting (Counsel for Intelligent Electronics).

Actions involving theft of trade secrets and confidentiality breaches: LeCroy Corp. v. SerialTek, LLC., et al. (Lead Delaware counsel for LeCroy); Troy Corp. v. Peter J. Solomon Co. (Lead counsel for Troy); BAE Systems v. Aeroflex Inc. (counsel for BAE); RNP Investments, LLC v. Managed Care Advisory Group (Lead counsel for defendants).

Cathy L. Reese

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