Kurt M. Heyman

Kurt M. Heyman, a founding partner of Proctor Heyman LLP, focuses his practice on corporate governance, partnership and limited liability company disputes in the Delaware Court of Chancery. Kurt clerked for the Court of Chancery in 1991-1992. His practice involves representing both public and private companies and their directors in stockholder class actions and derivative suits involving mergers and acquisitions and other transactions that implicate directors’ fiduciary duties. Kurt also represents special committees and audit committees of public companies in their negotiations of mergers and other transactions and investigations of alleged corporate wrongdoing.

Kurt also has significant experience in litigating claims of trade secret misappropriation, deceptive trade practices, unfair competition and consumer fraud, as counsel to both plaintiffs and defendants.

• Recognitions:

Kurt has been recognized as a leader in the field of Chancery litigation by Chambers USA: America’s Leading Lawyers for Business in 2005-2011:

“The driving force behind many notable cases,” Kurt Heyman rallies support from clients who thoroughly endorse his “smart, knowledgeable and enthusiastic approach.” “An engaging attorney who is familiar with the workings of the Chancery Court,” he is praised by clients for “his attention to detail” and “timely, smart and accurate responses.”

“A terrific lawyer and a wonderful guy,” Kurt Heyman… wins praise for “knowing best how to present his client's case in litigation.”

“Proactive and always available,” Kurt Heyman is valued for his litigation and transactional experience. In particular, sources appreciate his capacity to “hold the hand” of clients in order to guide them through the technical complexities.

Described as “highly ethical, fastidious and smart,” Kurt Heyman is favored by clients who admire his “knowledge of the system and great familiarity with the judges.”

Kurt is also AV Rated by Martindale-Hubbell, is listed in Best Lawyers in America in the field of Corporate Law, and has been named as a “Delaware Super Lawyer” in the field of Business Litigation.

Kurt is a member of the Corporation Law Council of the Delaware State Bar Association, the body that recommends changes to the Delaware General Corporation Law.

• Notable Representations:
• Dweck v. Nasser, 2012 WL 161590 (Del. Ch.): Kurt was lead counsel for defendants/counterclaim plaintiffs in this nearly seven-year battle between former business partners. The trial took place over five days, and the record included 930 exhibits, deposition testimony from twenty-three fact witnesses and live testimony from six fact witnesses and three expert witnesses. The Court held largely in favor of Kurt’s client, finding that his former business partner breached her fiduciary duties by establishing competing companies that usurped corporate opportunities and converted company resources, resulting in millions of dollars in damages.
• KFC Nat’l Council & Adver. Coop., Inc. v. KFC Corp., 2011 WL 350415 (Del. Ch.): Kurt served as lead Delaware counsel representing the interests of the U.S. Kentucky Fried Chicken franchisees in this dispute against the franchisor over control of the national advertising program. The Court of Chancery awarded judgement in the franchisees’ favor after trial.
• In re Texas Eastern Overseas, Inc., 2009 WL 4270799 (Del. Ch.), aff’d, 998 A.2d 852 (Del. 2010): Kurt successfully obtained the appointment of a receiver over a dissolved Delaware corporation for purposes of giving it standing to be sued in environmental litigation in California so that the corporation’s insurance policies could be pursued in connection with the environmental litigation. The potentially liable insurance companies opposed the appointment of a receiver. Kurt also successfully argued against the insurance companies’ appeal of the Court of Chancery’s decision appointing the receiver to the Delaware Supreme Court.
• In re Affiliated Computer Services, Inc. Shareholders Litig., 2009 WL 296078 (Del. Ch.): Kurt argued the successful motion to dismiss this stockholder derivative suit alleging breaches of fiduciary duty by the board of directors in connection with a failed going-private transaction. The Court of Chancery dismissed the suit on the grounds that demand was not excused on the board that was in place at the time the suit was originally filed.
• Langdon v. Google Inc., 474 F. Supp. 2d 622 (D. Del. 2007): Kurt served as lead Delaware counsel for defendant in this action alleging violation of constitutional rights, breach of contract, fraud and deceptive business practices as a result of defendant’s refusal to run certain ads submitted by plaintiff. After the District Court dismissed most of plaintiff’s claims in a written opinion, plaintiff voluntarily dismissed the remainder of the claims.
• Beck v. Atlantic Coast PLC, 868 A.2d 840 (Del. Ch. 2005): Kurt persuaded the Court of Chancery to dismiss this consumer fraud class action directed at allegedly deceptive internet pop-up ads, based on the bad faith litigation tactics of plaintiff and his counsel. The Court further awarded Kurt’s client a portion of its legal fees.
• Salovaara v. SSP Advisors, L.P., 2003 WL 23190391 (Del. Ch.), aff’d, 854 A.2d 1159 (Del. 2004): Kurt served as lead Delaware counsel in this epic partnership indemnification dispute between former business partners, ultimately obtaining a $6 million judgement in his client’s favor. Kurt also successfully argued against the opposing side’s appeal from the Court of Chancery’s judgement to the Delaware Supreme Court.
• State of Delaware v. Preferred Florist Network, Inc., 791 A.2d 8 (Del. Ch. 2000): Kurt represented the defendant in this civil enforcement action alleging consumer fraud and deceptive trade practices. Kurt successfully obtained dismissal of certain claims against his client, persuading the Court of Chancery to strike down a portion of Delaware’s Consumer Fraud Act as being unconstitutional under the Commerce Clause of the United States Constitution. The case was ultimately resolved for a small fraction of the fines and penalties sought by the State.

• Education:
• University of Michigan (A.B., with high distinction, 1988), Phi Beta Kappa
• University of Chicago Law School (J.D., 1991)

• Past Career:
• Law Clerk to The Honorable Jack B. Jacobs, Delaware Court of Chancery, 1991-1992
• Morris, Nichols, Arsht & Tunnell, Associate, 1992-1995
• Wolf Block Schorr and Solis-Cohen, Associate, 1996
• The Bayard Firm, Associate, 1996-1998; Director, 1999-2005; Executive Committee, 2000-2005

• Memberships:
• Corporation Law Council, Delaware State Bar Association (past Secretary)
• ABA Business Law Section, Business and Corporate Litigation Committee:
  • Boutique Firms Subcommittee (Chair)
  • Corporate Counseling and Litigation (past Chair)
• Editorial Board, Delaware Law Review
• Richard S. Rodney Inn of Court (Group Co-Leader)

• Publications:
• Co-Author, Recent Developments in Class Action Administration and Settlements: Have They Gone Crazy in Delaware? , PowerPoint® presentation at the ABA Business Law Section Spring Meeting, April 14, 2011.
• Author, Fiduciary Duties of Corporate Officers, PowerPoint® presentation at the ABA Annual Meeting, August 1, 2009.
• Co-Author, Protecting the Privilege in Litigation Involving Former D&Os: Keeping It in the Family, PowerPoint® presentation at the ABA Annual Meeting, August 11, 2008.
• Co-Author, Chapter on Corporate Law in Annual Review of Developments in Business and Corporate Litigation (American Bar Association 2008, 2009, 2010, 2011).
• Author, The Other Side of Enron: Delaware Court Decisions Expand Auditor Liability, Professional Liability Litigation @lert, Vol. 2, No. 1 (Winter 2004).
• Co-Author, Recent Developments in Corporate Law: Recent Supreme Court Reversals and the Role of Equity in Corporate Jurisprudence, 6 Del. L. Rev. 451 (2003).
• Author, The Fiduciary Duty of Good Faith: The Final Frontier, originally presented at the Annual Fall Meeting of the ABA Section of Business Law, Business and Corporation Litigation Committee, December 5, 2003, and appearing in several publications.
• Author, A Moot Point? Court of Chancery Rethinking Procedure for Approving Class and Derivative Action Settlements, Delaware Law Weekly (July 23, 2003).
• Co-Author, Cybergenics: A Corporate Solution to a Bankruptcy Problem, www.DelawareLawWeekly.com (Nov. 27, 2002).
• Co-Author, The Disappearing Distinction Between Derivative and Direct Actions, 4 Del. L. Rev. 155 (2001). This article has been cited with favor by the Delaware Court of Chancery.
• Author, Expedited Proceedings in the Delaware Court of Chancery II: An Update, appeared as a two-part series in the November 30 and December 7, 1999 issues of The Delaware Law Weekly.
• Author, Expedited Proceedings in the Delaware Court of Chancery: Things of the Past? 23 Del. J. Corp. L. 145 (1998).

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