LORI W. WILL

Of Counsel
Litigation

EXPERIENCE:

Lori Will is Of Counsel in the Wilmington, Delaware, office of Wilson Sonsini Goodrich & Rosati. Her practice focuses on the representation of corporate entities and their directors and officers in corporate, complex commercial, and federal securities litigation, with a focus on stockholder class actions and derivative suits. She also represents clients in statutory appraisal actions and in books and records litigation. Lori has significant experience in the Delaware Court of Chancery, as well as state and federal courts throughout the country. Her practice also includes conducting investigations on behalf of boards of directors and special committees, and providing advice to companies and their boards on mergers and acquisitions, corporate governance, and the Delaware General Corporation Law.

Lori has also taught an M&A litigation course at Harvard Law School and will be teaching a course at NYU Law School this fall.

Before joining the firm, Lori was a senior associate in the litigation department of Skadden, Arps, Slate, Meagher & Flom LLP and served as a law clerk to then-Vice Chancellor (now-Chief Justice) Leo E. Strine, Jr., on the Delaware Court of Chancery.

SELECT M&A LITIGATION, STOCKHOLDER DERIVATIVE, AND CLASS ACTION MATTERS:
  • Alphabet (Google) and certain officers and directors in stockholder derivative litigation and Section 220 books and records litigation (Delaware Court of Chancery)
  • Salesforce.com and its board in stockholder derivative litigation regarding director compensation (Delaware Court of Chancery)
  • Netflix, Inc. and its board in stockholder derivative and securities claims, and successfully argued motion to dismiss (Northern District of California)
  • Deckers Outdoor Corporation in expedited litigation regarding proxy contest launched by activist hedge fund (Delaware Court of Chancery)
  • NantKwest, Inc. and its board in stockholder derivative litigation regarding accounting issues, and successfully argued motion to dismiss with prejudice (Delaware Court of Chancery)
  • Clear Channel Outdoor Holdings and its directors in stockholder litigation and appeal challenging asset sales and dividends (Delaware Court of Chancery; Delaware Supreme Court)
  • Synutra International in appraisal action (Delaware Court of Chancery)
SELECT SPECIAL COMMITTEE INVESTIGATIONS:
  • Special litigation committee of the board of Insys Therapeutics in connection with stockholder derivative claims
  • Special committee of the board of Simon Property Group in connection with stockholder litigation demand
EDUCATION:
  • J.D., University of Pennsylvania Law School, 2009
    Certificate in Business and Public Policy, The Wharton School of the University of Pennsylvania; Symposium Editor, Journal of Constitutional Law
  • B.A., History, and B.A., Government and Law, Lafayette College, 2006
    Summa Cum Laude
ASSOCIATIONS AND MEMBERSHIPS:
  • Member, Preliminary Review Committee, Delaware Supreme Court
  • Member, Corporation Law and Litigation Sections, Delaware State Bar Association
  • Member, Business Law and Litigation Sections, American Bar Association
  • Vice President, Governance of the Board of the Delaware Children's Museum
SELECT PUBLICATIONS:
  • Co-author with K. Henderson, "Controlling Stockholder Transactions: The Ins, the Outs, and Developing Trends," Practicing Law Institute, Acquiring or Selling the Privately Held Company 2019, May 2019
  • Co-author with Hon. K. Valihura, "Pre-Closing Privileged Communications Pass to Surviving Corporation," Delaware Business Court Insider, December 11, 2013
  • Co-author with E. Micheletti, "Important Last Year Delaware Corporate Law Decisions Worth Knowing in 2013," Delaware Business Court Insider, February 27, 2013
ADMISSIONS:
  • State Bar of Delaware
  • U.S. District Court for the District of Delaware

Contact Information

222 Delaware Avenue
Suite 800
Wilmington, DE 19801
Phone | 302-304-7617

Email | Lori Willlwill@wsgr.com


Areas of Expertise

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