K. Tyler O'Connell

Tyler O'Connell represents companies, members of management, and investors in business disputes before the Delaware courts. Tyler also counsels companies, directors, officers, and managers of Delaware business entities in connection with transactions that involve litigation risk.

Tyler has represented parties in the Delaware Court of Chancery in disputes over the ownership, control, and management of Delaware business entities, including corporations, partnerships, and limited liability companies. His clients include companies, founders, and significant investors, as well as directors, officers, general partners, and other members of senior management. Tyler frequently litigates claims for breach of fiduciary duties and breach of limited partnership agreements and limited liability company agreements, as well as governance disputes and control contests, advancement actions, books and records litigation, appraisal actions, and other statutory proceedings under the Delaware General Corporation Law, the Delaware Limited Liability Company Act, and the Delaware Revised Uniform Limited Partnership Act.

Tyler also has significant experience in complex commercial litigation matters in Delaware's state and federal courts, including representing parties in the Complex Commercial Litigation Division of the Delaware Superior Court and in cases before the U.S. District Court for the District of Delaware. In addition to serving in a lead counsel role, Tyler enjoys working with non-Delaware attorneys as their Delaware counsel.

Tyler is a member of the Corporation Law Council of the Corporate Section of the Delaware State Bar Association, which helps assess potential amendments to the Delaware General Corporation Law.  Among other honors, Tyler has been selected for inclusion in the Chancery section of Chambers USA, where he is praised for his “very good sense of how to approach the court” and his “very rigorous and meticulous” approach to legal issues. 

Experience

• Disputes over the capital structure and governance of Delaware corporations, limited partnerships and limited liability companies
• Advising companies, members of management, special committees and investors in connection with strategic transactions
• Actions for alleged breaches of fiduciary duties
• Actions for advancement or indemnification of attorneys’ fees and expenses
• Actions for the inspection of books and records
• Dissolution actions and actions for the appointment of a custodian or receiver
• Claims for breaches of material contracts, including acquisition agreements, bond indentures and non-competes
• Appraisal actions

Professional Affiliations

• Delaware State Bar Association
• Corporation Law Section
• American Bar Association, Business Law Section
• Richard S. Rodney Inn of Court

• Representing founder in expedited control dispute for the appointment of a custodian
• Representing corporate directors in an expedited election dispute
• Defending former managers of Delaware limited liability company in fiduciary duty litigation
• Representation of a special litigation committee formed to address derivative claims against directors and officers
• Representing former directors, officers, and corporations in advancement actions
• Defending financial sponsor against claims for aiding and abetting alleged breaches of fiduciary duty in connection with a change of control transaction
• Advising special committees and their financial advisors in connection with significant transactions
• Prosecuting a private arbitration brought to enforce a settlement agreement
• Advising corporate directors in connection with a contested annual meeting to elect directors, assisting with the conduct of the meeting, and defending the corporation in related litigation
• Prosecuting claims on behalf of investors in Delaware corporation for securities fraud, breaches of fiduciary duty, and breaches of an exclusive marketing agreement
• Prosecuting an acquirer's claims for seller's breaches of representations and warranties and covenants
• Advising private equity firms and the directors and managers of portfolio companies in connection with the payment of dividends in recapitalization transactions
• Representing parties to M&A transactions in post-closing indemnity and earn-out disputes
• Defending an issuer of notes against claims for alleged breaches of a trust indenture

Latest Blog Posts

Delaware Business Litigation Report

• Court of Chancery Dismisses ABC Proceeding for Failure to Comply with Statute
• Chancery Declines to Exercise Equitable Jurisdiction in a Contract Action to Compel the Release of Funds Held in Escrow
• Chancery Awards Attorneys’ Fees to the Prevailing Party
• Court of Chancery Dismisses Aiding And Abetting Fraud Claim Against Corporate Officers And Directors On Grounds That A Corporation Cannot Conspire With Itself
• Chancery Denies Motion to Dismiss Challenge to Microsoft-Activision Merger Where it Was Reasonably Conceivable that the Board Violated Section 251 of the DGCL
• Court of Chancery Dismisses Derivative Claims Under Rule 23.1 When Plaintiff Failed to Show that Board Members Faced a Substantial Risk of Liability in Failing to Prevent Personal Use of Company Property
• Court of Chancery Addresses Interplay of Attorney-Defendants’ Confidentiality Obligations and Discovery Duties
• Chancery Finds Egregious Conduct in Books and Records Action Justifying Fee-Shifting Against Corporation
• View More

Delaware Healthcare Industry Blog

• Chancery Denies Preliminary Injunction Against Nurse Practitioner Based Upon Overbroad Restrictive Covenants

Community

Boys & Girls Clubs of Delaware,  Board of Trustees

Tyler’s past pro bono clients have included children referred by Delaware’s Office of the Child Advocate who are subject to dependency or neglect proceedings, inmates seeking medical care referred through the U.S. District Court’s Federal Civil Panel, military veterans seeking disability benefits, and members of a minority sect seeking redress for religious discrimination.

Honors

Best Lawyers, 2019 - Present

Chambers USA, Delaware Court of Chancery, 2016 - 2017, 2021 - Present

Delaware Law Weekly Lawyer on the Fast Track, 2016