Corporate Defense and Disputes

Important developments in U.S. securities law, white collar criminal defense, regulatory enforcement and other emerging issues impacting financial services institutions, publicly traded companies and private investment funds

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Karen Clarke

Karen E. Clarke is a senior associate in the Litigation Department.

Karen has more than 20 years of experience representing public and private corporations, banks, and officers and directors in a variety of commercial litigation and arbitration matters. She has litigated in state and federal courts in New York, New Jersey, Delaware, and Florida, as well as in FINRA and other arbitral forums. Karen's practice includes shareholder litigation, SEC and receivership litigation, consumer actions, contract and executive compensation disputes, business torts, law firm defense, and trust and estate litigation. Karen also assists companies with internal investigations and responses to SEC and FINRA investigations and enforcement matters.

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Delaware Supreme Court Holds Tooley Direct vs. Derivative Rule Is No Bar to Parent Corporation’s Contract Claim

As previously reported, in NAF Holdings, LLC v. Li & Fung (Trading) Limited, 772 F.3d 740 (2d Cir. 2014), the Second Circuit certified to the Delaware Supreme Court an unusual question regarding whether the direct vs. derivative test for stockholder claims would bar a direct breach of contract claim by a parent corporation whose subsidiary … Continue Reading

Applying Delaware’s Direct vs. Derivative Analysis to Contract Claims

In NAF Holdings, LLC v. Li & Fung (Trading) Limited, 2014 WL 6462825 (2d Cir. Nov. 19, 2014), the Second Circuit considered, but did not decide, whether the usual direct/derivative analysis governing minority stockholder claims against corporate fiduciaries should also apply to bar a contract claim against an unaffiliated outsider.  Finding itself unable to resolve this issue … Continue Reading

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