Vernon R. Proctor
Vernon R. Proctor, a founding partner of Proctor Heyman LLP, has a diverse corporate litigation and counseling practice relating to Delaware business entities, primarily in the Delaware Court of Chancery. He has represented public and private corporations and their boards of directors in the defense of stockholder class actions and derivative suits involving such major transactions as asset sales, recapitalizations, mergers and acquisitions. He has also represented plaintiffs and defendants in corporate election contests and stockholder appraisal cases. Vernon has served as special counsel to board committees of public and private Delaware corporations in connection with mergers and other major corporate transactions. He has a substantial practice involving the resolution of limited partnership and limited liability company disputes. He has also been appointed by the Court of Chancery as a receiver for a Delaware corporation that was dissolved by order of the Court, and he has served as a privately appointed special master. Vernon also has experience defending actions brought under the federal securities laws. Finally, he renders opinions on issues of Delaware corporate and alternate entity law.
Vernon was recognized as a leader in the field of Chancery Court litigation by Chambers U.S.A.: America’s Leading Lawyers for Business in 2006. He “won praise from clients for his transactional capabilities, not to mention ‘his client-awareness and responsiveness.’” In 2007, he was regarded as “an intelligent and fine lawyer.”
Vernon has lectured widely on subjects of Delaware corporate and limited partnership law, and he has served on the editorial boards of leading Delaware law publications. For ten years, he was a member of the Corporation Law Council of the Delaware State Bar Association, a group of attorneys that considers and recommends proposed changes to the Delaware General Corporation Law. He is currently a member of the Alternate Entities Committee of the Delaware State Bar Association, which serves the same function with respect to Delaware statutes governing general partnerships, limited partnerships, and limited liability companies. In 2009, Vernon co-authored a treatise on the legal and practical aspects of drafting operating agreements for Delaware limited liability companies.
- Education:
- Harvard College (A.B., 1976); magna cum laude, Phi Beta Kappa
- Harvard Law School (J.D., 1979)
- Career (all firms located in Wilmington, Delaware):
- Prickett Jones Elliott Kristol & Schnee, Associate, 1979-1984; Director, 1984-1989
- Philips Lytle Hitchcock Blaine & Huber, Partner, 1989-1990
- The Bayard Firm, Director, 1990-2005
- Memberships:
- Corporation Law Council, Delaware State Bar Association, 1994-2004
- Alternate Entities Committee, Delaware State Bar Association (2004-Present)
- Former Member, Board of Editors, Delaware Lawyer (quarterly publication of Delaware Bar Foundation)
- Former Member, Board of Editors, In Re: (monthly newsletter of Delaware State Bar Association)
- Former Chair, Partnerships and Alternative Business Entities Subcommittee, Business and Corporate Litigation
- Committee, Business Law Section, American Bar Association
- Reported Cases:
- Feldman v. Cutaia, 951 A.2d 727 (Del. 2008)
- Production Resources Group, L.L.C. v. NCT Group, Inc., 863 A.2d 772 (Del. Ch. 2004)
- Comrie v. Enterasys Networks, Inc., 837 A.2d 1 (Del. Ch. 2003)
- Grimes v. Alteon, Inc., 804 A.2d 256 (Del. 2002)
- Emerald Partners v. Berlin, 726 A.2d 1215 (Del. 1999)
- Thorpe v. CERBCO, Inc., 676 A.2d 436 (Del. 1996)
- Publications:
- Author, “Recent Developments in Corporate Law,” 6 Del. L. Rev. 177 (2003).
- Author and Co-Author, Chapter on General Partnerships, Joint Ventures, Limited Partnerships and Limited Liability Companies, in Annual Review of Developments in Business and Corporate Litigation (American Bar Association, 1998-2004).
- Author, “Officers, Beware! Amendment to Long-Arm Statute Broadens Reach of Delaware Courts,” Delaware Law Weekly, January 28, 2004.
- Author, “PRG v. NCT Group: Reflections of a Litigant on the Law of Unintended Consequences and Some Practical Suggestions for Avoiding Them,” presented at Delaware State Bar Association Symposium entitled “The Fiduciary Duty to Creditors: Evolution or Revolution?” (2005).
- Presenter, “Good Faith in Delaware Alternative Entity Statutory Law,” presented at Delaware State Bar Association Symposium entitled “Good Faith After Disney: The Role of Good Faith in Organizational Relations in Delaware Business Entities” (2006).
- Co-Author (with John M. Cunningham), “Drafting Delaware LLC Agreements: Forms and Practice Manual” (Aspen 2009).
- Co-Author: “Reining in Directors and Officers in Corporate America: In Delaware, the Answer is Not to Expand Their Personal Liability,” Business Law Today, Vol. 19, No. 3 (January/February 2010).
- Presenter, “Panel Discussion on Fiduciary Duties and the Implied Covenant of Good Faith and Fair Dealing in LPs and LLCs” in Delaware State Bar Association program entitled “Hot Topics on Delaware Limited Liability Companies and Limited Partnerships” (2010).
