Richards, Layton & Finger, P.A.

Corporate Litigation

Director

“Responsive, business-minded and client-focused” (Chambers USA), Catherine Dearlove has appeared as lead or co-counsel in many notable cases in the Court of Chancery and the Delaware Supreme Court. 

“An incisive and clear thinker,” “a master of case strategy,” and “a really fabulous lawyer” (Chambers USA), Catherine represents Delaware corporations, LLCs, limited partnerships, and their officers, directors, and managers in M&A disputes, derivative and class actions, and corporate control disputes.

Catherine’s clients also rely on her advice regarding complex corporate governance and fiduciary issues, praising her “experience, judgment, and skills both in and out of the courtroom” (Chambers USA).  In addition, Catherine advises special committees in internal investigations and transactional matters, has served as a party-appointed neutral arbitrator, and has testified as an expert witness on Delaware corporate law issues.

Catherine is a frequent panelist and speaker at professional conferences addressing issues of Delaware corporate law and governance and has published articles and book chapters on current topics in Delaware corporate law.

Practices

Investigative & Demand Committees Arbitration & Mediation Corporate & Chancery Litigation Corporate Transactions Corporate Governance Mergers & Acquisitions Limited Liability Company & Partnership Advisory Commercial Litigation Select Experience

Representing ChristianaCare Health Services Inc., the largest hospital system in Delaware, in an action challenging the constitutionality of a bill establishing a review board with authority to interfere with the budgetary decisions of Delaware hospitals, for which Catherine earned a Litigator of the Week Shout-Out from Law.com Counsel to Blue Apron in Salzberg v. Sciabacucchi, the Delaware Supreme Court case which confirmed the validity of Federal Forum Provisions Counsel to Wells Fargo in derivative litigation in the Court of Chancery and related books and records proceedings Advised the board of directors of several Fortune 500 companies on review of their processes and procedures concerning regulatory oversight, risk management and other corporate governance issues. Co-lead trial counsel for plaintiff bondholder in Quadrant Structured Products Corp. v. Vertin, et al., the first creditor derivative action in the Court of Chancery since the Delaware Supreme Court’s Gheewalla decision confirmed creditor derivative standing; after trial, defendants made a multimillion-dollar payment to partially moot plaintiff’s claims Counsel for JPMorgan Chase & Co. and its directors and officers in multiple derivative actions in the Court of Chancery and the Delaware Supreme Court and related books and records proceedings Advised and represented multiple corporations in connection with the validation of defective stock issuances pursuant to Sections 204 and 205 of the DGCL Represented News Corp. and its directors in derivative litigation arising from the U.K. phone-hacking scandal Defended the founder and CEO of Craigslist through trial in litigation arising from eBay’s investment in Craigslist Defended the conflicts committee of a master limited partnership in litigation in the Court of Chancery and Delaware Supreme Court Defended boards of numerous public companies in class action litigation challenging mergers and acquisitions, including through expedited applications for preliminary injunctions, post-closing litigation, and appraisal proceedings Advised several special litigation or demand committees formed to investigate stock-option backdating allegations Represented a privately held asset management company in litigation that confirmed the enforceability of its stock transfer restrictions Represented Cumberland Farms and two of its stockholders in successfully petitioning for appointment of a custodian and negotiated corporate governance changes to permanently resolve a long-standing shareholder deadlock Testified as an expert witness on Delaware corporate and commercial law issues in litigation in the Republic of Chile

Leadership

Attorneys’ Liability Assurance Society, Ltd., Board of Directors American Bar Association, Business Law Section Contractual Governance of Business Entities Joint Task Force, Founding Co-Chair Corporate Governance Committee, Delaware Affairs Sub-Committee, Co-Chair Delaware Law Developments, Practicing Law Institute, Co-chair, 2018-present Delaware Museum of Natural History, Board of Trustees, 2008-2011, 2013-2019

Pro Bono Activities

Child Attorney, Delaware’s Office of the Child Advocate, 2006-2015 Mothers2Mothers International, Inc., 2008-2013

Recognition

American College of Governance Counsel, Fellow Chambers USA, since 2010 The Legal 500 Lawdragon 500 Leading Litigators in America, since 2023 Lawdragon 500 Leading Dealmakers in America, Corporate Governance, since 2022 Lawdragon 500 Leading Lawyers in America, 2018, 2017 Benchmark Litigation, since 2012 Benchmark Top 250 Women in Litigation, 2017, 2016, 2015, 2014, 2013 The Best Lawyers in America, since 2013 Super Lawyers, since 2013 Delaware Today Top Lawyer, 2025

English

Education

Stanford Law School, J.D., with distinction, 1994 Georgetown University, B.S.F.S., magna cum laude, 1991