Oderah C. Nwaeze

Oderah also handles corporate governance and M&A disputes in other jurisdictions — many of which look to Delaware law as a guide — and he represents trustees of Delaware trusts in litigation before various state and federal courts. Oderah regularly counsels financial institutions in consumer-related litigation, a part of his practice that was influenced and informed by his time seconded with TD Bank, N.A. He also has experience representing clients in state and federal class actions.

Representative Experience

Delaware Court of Chancery

• Obtained a post-trial decision that a corporate trust company did not breach any duty owed to the trust’s beneficiaries with respect to a challenged transaction or any acts taken as trustee.
• Obtained declaratory judgment that the managing member of a Delaware LLC did not breach contractual or fiduciary duties with respect to a failed residential development in New York City.
• Obtained dismissal of claims that clients — a software firm and its board — breached fiduciary duties in connection with allegedly self-interested transactions. The sole surviving claim was voluntarily dismissed.
• Obtained dismissal, with prejudice, of claims that the CEO of an LLC and its managing member breached contractual and fiduciary duties owed to another member in connection with a couple of transactions and an employment decision.
• Represented a for-profit educational company in obtaining a TRO to prevent the seller of a post-secondary institution from breaching its contractual obligation to sell its business.
• Represented a public beauty company and its board to secure dismissal of claims that the removal provision in the company’s bylaws were inconsistent with Section 141(k) of the DGCL.
• Represented a publicly traded company in an action brought by an activist stockholder, who alleged that the corporation violated its bylaws when it rejected the plaintiff’s director nominations as late.
• Represented an LLC in an action before the Delaware Court of Chancery, under 6 Del. C. § 18-110, to determine the composition of the board, and to declare certain actions of a purported three-member board to be valid.
• Represented the trustees of a series of family trusts to resolve allegations that the trustees breached their fiduciary duties to the trusts and their beneficiaries.
• Represented an LLC in connection with a books and records demand by certain directors who also had filed a derivative lawsuit against the LLC’s board, which was beholden to the LLC’s majority member, permitted the majority member to orchestrate multiple financing transactions that allowed it to dilute the equity interests of the minority, ensuring that they would be out of the money in the event of a sale.

District of Delaware and Superior Court

• Secured approximately $4 million for a space industry client after a District of Delaware jury found that the client’s business partner breached the parties’ agreement when it failed to pay the client for work performed.
• Obtained a post-trial decision in favor of a real estate executive whose termination the District of Delaware found to have been in “bad faith” and in breach of deferred compensation agreements the executive had with his employer.
• In a matter before the Complex Commercial Division of the Delaware Superior Court, on the eve of trial, recouped over $1 million in fees owed to a defense contractor for advisory services as part of the sale of military vehicles.
• Represented an energy investor in resolving an action against its business partner for breaching the parties’ cooperation agreement by failing to timely produce the technology for wirelessly charging batteries for transit buses.
• Represented a French-based utility company to successfully settle a breach of contract action stemming from the client’s sale of its subsidiary without disclosing a substantial subcontract between the subsidiary and the client’s affiliate.
• Represented a therapy management company to settle claims brought before the District of Delaware that were related to the client’s purchase of the plaintiff’s health services business.

Other Jurisdictions

• Obtained, following a two-day evidentiary hearing, a decision from the Eastern District of Pennsylvania, declining to enjoin a consulting firm from hiring former employees of the firm’s competitor.
• Obtained dismissal of a class action, filed in the Eastern District of Pennsylvania, against a national pharmacy chain, on behalf of plaintiffs asserting that the pharmacy chain violated the Fair Credit Reporting Act when it made adverse hiring or promotion decisions based on incorrect background checks.
• Obtained the voluntary dismissal of breach of contract and fraud claims, filed in the District of Puerto Rico, by the business partner of a well-known billionaire against the trust formed by the billionaire.
• Obtained the dismissal, by the Court of Common Pleas, Philadelphia County, of a law firm’s former client’s claim that the firm committed malpractice and breached the terms of their engagement agreement because the attorneys refused to and could not place the client’s wishes over those of the rest of the class in a derivative lawsuit.
• Represented Philly Shipyard in defeating a TRO and preliminary injunction filed in the Eastern District of Pennsylvania by Houston-based, Great Lakes Dock and Dredging, during the pending sale of Philly Shipyard to Hanwha.
• Represented John Coltrane’s sons in a litigation to return their father’s Philadelphia home to the possession of the Coltrane family.

Thought Leadership

Oderah frequently writes and speaks on various topics related to Delaware law, corporate governance, stockholder rights and trial advocacy. He maintains a series called the Corporate Guide, which is meant to offer general guidance to companies, directors and their boards on matters of corporate governance and Delaware law. Oderah’s written work also has been published by, among others, LexisNexis, Thompson Reuters, the American Bar Association, and Directors & Boards magazine.  And Oderah has spoken on panels hosted by, among others, ACC - Greater Philadelphia, the ABA, the NBA - Commercial Law Section, the New York State Bar Association, the Society for Corporate Governance, the Rodney Inn of Court (Delaware), The Character of the Corporation Conference, and the George Washington School of Law. He also has served as a guest speaker or lecturer at Wake Forest University School of Law, Emory University School of Law, St. Thomas University School of Law and Rutgers University School of Law.

Pro Bono

Oderah takes pride in maintaining an active pro bono practice, which has included representing veterans of the U.S. armed forces in appeals of the Department of Veterans Affairs’ decisions on their entitlement to compensation for service-connected injuries; forming nonprofits and corporations for underprivileged entrepreneurs; and working with the Pennsylvania Innocence Project.

Legal Education

Oderah earned his J.D. from Emory University School of Law, where he was inducted into the Order of Emory Advocates, participated in the Emory Mock Trial Society, led the Student/Alumni Association and served on the Emory Law Honor Court. He holds a B.A. from Wake Forest University, where he was a member of the track and field team, and a recipient of the Joseph G. Gordon Merit Scholarship.

Personal Interests

Outside the office, Oderah enjoys sports, history, and spending time with friends and family.