Overview

Utilizing a wealth of trial and appellate advocacy experience, Todd Schiltz represents public and private companies in complex business litigation. Todd regularly defends corporations, directors, special committees, officers and employees in class and shareholder derivative actions involving securities laws, breach of fiduciary duty, governance disputes and merger and acquisition transactions. Drawing on deep experience with securities, financial services, corporate governance and employment laws, he provides strategic counsel to clients in various industries on transactional matters and business planning, assessing potential liability and developing action plans to prevent or minimize litigation risks.

With more than 25 years of experience practicing in Delaware, Todd is a recognized authority on Delaware corporate and transactional law – topics that shape business throughout the world. Todd provides crucial advisory and litigation services on matters related to statutory and contractual disputes, corporate control, corporate governance and mergers and acquisitions, including post-closing disputes involving fraud and other claims. He also guides boards and board committees through investigations and transactional issues.

Representative Experience

  • Obtained summary judgment in Delaware Court of Chancery in favor of our client seeking advancement of his litigation expenses from his former employer. Later, prevailed before the Delaware Supreme Court in arguing the trial court correctly awarded advancement of legal fees and expenses. In so ruling, the Supreme Court also reaffirmed Delaware’s strong public policy in favor of advancement “as an inducement for attracting capable individuals into corporate service.”
  • Secured a notable result in the Delaware Chancery Court for Sussex Insurance Company (an Enstar affiliate) in a settlement with the receiver for Freestone Insurance Company, an insolvent insurer in a Delaware state court liquidation proceeding.
  • Representation of Sauer-Danfoss in breach of fiduciary duty action arising from a controlling shareholder acquisition proposal.
  • Defense of a suit challenging the acquisition of Opinion Research Corporation, Inc.
  • Defense of lawsuits challenging the acquisition of Charming Shops, Inc.
  • Representation of KPMG, LLP in an action seeking the recovery of $1.1 billion of losses allegedly suffered by creditors of Oceanographia, Inc.
  • Representation of AT&T in 13 lawsuits challenging controlling partner asset sale transactions.
  • Representation of Immune Design Corporation, a biomedical development company, in a tortious interference with contractual relations and misappropriation of trade secrets action.

Special Committee Experience

  • Currently represent a special committee of a public company tasked with negotiating a potential sale of the company to its controlling stockholder.
  • Represented a special committee of a public company in connection with a sale of the company to a third party bidder.
  • Represented a special committee of a public company tasked with deciding whether the company or its large, non-controlling stockholder should repurchase block of stock held by an activist investor when the large, non-controlling stockholder had conflicting interests.
  • Represented a special committee charged with determining whether former directors who had been sued for their past conduct had acted in good faith such that they were entitled to indemnification from public company.  After the committee concluded the former directors should be indemnified, the Delaware Court of Chancery adopted the committee’s written report and approved a settlement based on that report.
  • Represented a special litigation committee charged with responding to shareholder demand.

Credentials

Bar Admissions

Delaware

Education

DePauw University
B.A. cum laude

Northwestern University Pritzker School of Law
J.D.

Insights & Events

Leadership & Community

Pro Bono

  • Delaware Tax Appeal Board — Chair, 1997-present

Professional Associations

  • American Bar Association (ABA) — 1994-present
  • Delaware State Bar Association (DSBA) — 1994-present

Honors

  • Faegre Drinker — Pro Bono Honor Roll, 2021-23
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