R. Judson Scaggs, Jr.

Partner

(302) 351-9340 T
(302) 425-3014 F

R.J. successfully argued the appeal of one of the seminal cases addressing the disclosure duties of Delaware directors. This case was deemed one of the twenty most important corporate law cases in the history of the court in the Delaware Supreme Court Golden Anniversary volume.

R.J. is a member of the Corporate & Business Litigation Group.  During his 25 years at the Firm, he has concentrated his practice on the litigation of corporate law issues and business disputes.  He defends corporate directors against breach of fiduciary duty claims and litigates challenges to mergers, acquisitions, recapitalizations and other strategic corporate transactions.  His case load is heavily focused on class and derivative matters.  His work also includes a variety of corporate and alternative entity (partnerships, limited liability companies, limited liability partnerships) disputes, including actions seeking inspection of books and records, indemnification of officers and directors, challenges to the election of directors, dissolution, liquidation, appointment of trustees and many others.

He has been ranked in Chambers USA, selected for inclusion in The Best Lawyers in America and Delaware Super Lawyers, and voted one of the “top lawyers” in Delaware by his peers in a survey conducted by Delaware Today Magazine.  R.J. has also been selected by Corporate Counsel as one of its Top Lawyers in “Bet-The-Company” litigation.

He served as lead counsel in Malone v. Brincat.  He argued the appeal addressing the disclosure duties of Delaware directors.  This case was included in the Delaware Supreme Court Golden Anniversary volume as one of the twenty most important corporate law cases in the history of the Court.

R.J. has extensive experience in litigation concerning technology and license agreements, trade secrets, interference with contractual relations and other business torts.  He also has successful experience in administrative litigation related to regulatory matters, such as utility rate-making and environmental permitting.

He is an adjunct faculty member of the Villanova University School of Law, where he teaches advanced contract drafting, merger agreements and related topics.

R.J. is chairman of the Delaware State Bar Association’s Lawyer Assistance Committee, which assists Delaware lawyers affected by substance abuse, mental illness or other life issues.  He provides pro bono legal services through the Delaware Volunteer Legal Services Program.  R.J. also is a volunteer and former chairman for Good Neighbors Home Repair, a Christian charity working to make the homes of the needy warmer, safer and drier.

Professional Activities

  • American Bar Association
  • Delaware State Bar Association (Corporation Law and Litigation Sections; Lawyer Assistance Committee, Chairman)

Community Activities

  • Delaware Volunteer Legal Services Program
  • Good Neighbors Home Repair (Volunteer and Former Chairman)

Representative Matters

  • As lead counsel, argued and prevailed in seminal case before the Delaware Supreme Court (en banc) addressing disclosure duties of directors under Delaware law.  Malone v. Brincat, 722 A.2d 5 (Del. 1998).
  • As lead counsel, argued, prevailed and made new law in case before the Delaware Supreme Court concerning the distinction between corporate derivative claims and direct class action claims.  Gatz v. Ponsoldt, 925 A.2d, 1265 (Del. 2007).
  • Lead counsel prosecuting claims on behalf of Accredited Home Lenders, a sub-prime mortgage lender, to require Lone Star Fund to consummate a merger agreement.  Case settlement included closing of the merger.  Accredited Home Lenders Holding Co. v. Lone Star Fund V (U.S.), L.P., C.A. No. 3160-VCL.
  • Counsel in successful defense of action of board of directors to alter rights of preferred stockholders who opposed a beneficial corporation transaction.  WatchMark Corp. v. Argo Global Capital, LLC, et al., 2004 WL 2694894 (Del. Ch. Nov. 4, 2004).
  • Counsel in successful defense of action seeking to force closing of merger transaction.  Alliance Data Systems Corp. v. Blackstone Capital Partners V, L.P., et al., C.A. No. 3796-VCS.
  • Lead counsel in successful defense of breach of fiduciary duty claims at trial and appellate levels related to funding of satellite internet provider.  FS Parallel Fund v. Ergen, et al., 2004 WL 3048751 (Del. Ch. Nov. 3, 2004), aff’d on appeal, No. 521, 2004 (July 21, 2005) en banc.
  • Lead counsel in successful defense of trustee at trial and appellate levels against claims involving federal preemption of state law governing defendant’s estates.  Witco Corp. v. Beekhuis, 38 F.2d 682 (3d Cir. Oct. 21, 1994).
  • Lead counsel in obtaining jury verdict in Delaware Superior Court enforcing complex financial obligations of company in favor of venture capital investor.  Athenian Venture Partners I, et al. v. GMG Capital Investments, LLC, C.A. No. 08C-04-084-DCS (Del. Super. March 25, 2013).
  • Counsel in precedent-setting case related to the duties of directors in tender offer transactions.  In re Siliconix Shareholders Litigation, 2001 WL 716787 (Del. Ch. June 19, 2001).
  • Trial and appellate (argued) counsel in expedited, precedent-setting action seeking determination of proper members of board of directors.  Klaassen v. Allegro Development Corp., C.A. No. 8626-VCL.
  • Lead trial and appellate counsel in dispute regarding demand for a list of partners of limited partnership.  Parkcentral Global LP v. Brown Investment Management LP, No. 288, 2010.
  • Obtained injunction against proceeding in Georgia state court based on Delaware forum selection provision in asset acquisition agreement.  Weiner v. Milliken Design, Inc., C.A. No. 9671-VCP.
  • Lead litigation counsel in obtaining first order granting correction of corporate irregularities under new Delaware statute, which facilitated an initial public stock offering.  In re Trupanion, Inc., C.A. No. 9496-VCP.
  • Lead counsel in successful defense of motion for temporary restraining order seeking to halt marketing and sales of pharmaceutical based on alleged breaches of license agreement.  Case settled after TRO decision.  Glenmark Generics, Inc. USA, et al. v. Astellas Pharma Europe B.V., et al., C.A. No. 8984-VCP.
  • Acted as counsel to Carlyle investment management in obtaining injunction against a proceeding in Kuwait based on forum selection provision in investment agreement, which was affirmed on appeal.  Carlyle Investment Management, LLC v. National Industries Group, C.A. No. 8580-VCN (Del. Supr. Ct., en banc, May 29, 2013).
  • Lead counsel in successful defense of claims seeking dissolution of a limited liability company.  Lalonde v. PBM Capital Investments LLC, C.A. No. 8580-VCN.
    Lead counsel in obtaining favorable post-trial decision on claims for alleged breaches of a technology licensing agreement.  eCommerce Industries v. MWA Intelligence Inc., C.A. No. 7471-VCP (Del. Ch. Oct. 4, 2013).
  • Acted as lead counsel in defending multiple post-merger appraisal proceedings.  Kettleton Multi-Year Holdings v. Sourcefire LLC, C.A. No. 9157-VCL; Quadre Investments, L.P. v. LCA-Vision Inc., C.A. No. 9646-VCP.
  • Lead counsel in successful enforcement of environmental indemnity provision in an asset acquisition agreement.  Lucite International, Inc. v. E.I. du Pont de Nemours and Company, C.A. No. 2.09-CV-02279 (W.D. Tenn. May 5, 2011).

News

Chambers USA 2015 Ranks 23 Morris Nichols Attorneys and 4 Practice Groups Among the Best in Delaware

Wilmington, DE (May 19, 2015) – The 2015 edition of Chambers USA: America’s Leading Lawyers for Business ranked Morris, Nichols, Arsht & Tunnell LLP as a Band 1 law firm in the Delaware categories for Bankruptcy/Restructuring, Chancery, Corporate M&A & Alternative Entities, and Intellectual Property. Twenty-three... Continue Reading

16 Morris Nichols Attorneys Selected for Inclusion in 2015 Delaware Super Lawyers

Wilmington, DE (May 15, 2015) – Sixteen Morris Nichols attorneys have been selected for inclusion to the 2015 Delaware Super Lawyers.  Jack B. Blumenfeld was named to the “Top 10” list for Delaware.  In addition, attorneys Eric S. Klinger-Wilensky, Curtis S. Miller and Matthew R. Clark were recognized as 2015... Continue Reading

28 Morris Nichols Attorneys Listed in The Best Lawyers in America® 2015

Wilmington, DE (August 18, 2014) – Twenty-eight attorneys from Morris, Nichols, Arsht & Tunnell were selected for inclusion in the 2015 edition of The Best Lawyers in America®. The results are based on peer-review evaluations from more than 50,000 attorneys. Two partners received special recognition as 2015 Delaware Lawyer of the... Continue Reading

17 Morris Nichols Attorneys Selected For Inclusion in Super Lawyers- Delaware Edition 2014

Wilmington, DE (May 19, 2014) – 17 Morris Nichols attorneys have been selected for inclusion in Super Lawyers - Delaware Edition 2013. Jack Blumenfeld and A. Gilchrist Sparks, III, were named to the Best of the Best Top 10 Delaware Super Lawyers list. In addition, attorneys Eric Klinger-Wilensky and Curtis Miller were recognized as 2014... Continue Reading

R.J. Scaggs Headlines at DSBA Seminar: Your Law Practice - Staying on the Right Side of the Rules

10.1.2013
by R. Judson Scaggs, Jr. in Wilmington, DE

Speaker: R.J. Scaggs Wilmington, DE (October 7, 2013) – R.J. Scaggs, Morris Nichols Corporate and Business Litigation partner, served as a featured speaker on the Hanging Out and Taking Down that Shingle – Or Just Hanging By A Thread panel at the Delaware State Bar Association seminar, Your Law Practice – Staying on the Right... Continue Reading

Morris Nichols Attorneys Named to 2014 Best Lawyers in America - 60 Practice Specialty Selections; 22 Top-Listed Practice areas; 5 Delaware Lawyers of the Year

Wilmington, DE (August 21, 2013) – Morris Nichols is pleased to announce that two thirds of the firm's partnership have been selected for inclusion in the 2014 edition of The Best Lawyers in America.  The firm was noted for 60 individual specialty selections, 22 "Top-Listed" practice specialties, and five individual 2014 Delaware Lawyers... Continue Reading

Morris Nichols Caps Successful Seven-Day Jury Trial in Athenian Venture Partners Dispute

Wilmington, DE (June 28, 2013) – R.J. Scaggs, Morris Nichols Corporate and Business Litigation partner, and associate Karl Randall, headed the Morris Nichols trial team that represented Athenian Venture Partners, I, L.P. and Athenian Venture Partners II, L.P. in their successful breach of contract dispute against GMG Capital Investments, LLC,... Continue Reading

22 Morris Nichols Attorneys Selected for Inclusion in Super Lawyers - Delaware Edition 2013

Wilmington, DE (May 23, 2013) – 22 Morris Nichols attorneys have been selected for inclusion in Super Lawyers - Delaware Edition 2013.  Rick Alexander and A. Gilchrist Sparks, III, were named to the Best of the Best Top 10 Delaware Super Lawyers list. Super Lawyers is a rating service of outstanding lawyers from more than 70 practice... Continue Reading

28 Morris Nichols Attorneys Named to The Best Lawyers in America 2013

Wilmington, DE (August 31, 2012) – 28 Morris Nichols attorneys have been named to The Best Lawyers in America 2013 in twenty two practice areas. Morris Nichols lawyers were selected for outstanding reputations and distinguished work in their practice areas based on a confidential peer-review survey of the top attorneys in the country,... Continue Reading

18 Morris Nichols Attorneys Selected for Inclusion in Super Lawyers - Delaware Edition 2009

Wilmington, DE – June 3, 2009 – Super Lawyers® magazine has named 18 Morris Nichols attorneys as top legal counsel in Delaware for 2009, three more than were listed in 2008. The selections for Super Lawyers are made by Law & Politics who undertakes a rigorous selection process that includes a statewide survey of lawyers,... Continue Reading

Presentations & Publications

The Ins and Outs in Drafting MAC Clauses, Termination Rights and Other Heavily Litigated Provisions in Transactional Agreements

Morris Nichols partners Andrew Johnston and R.J. Scaggs, Jr. served as faculty members at the 31st Annual Securities Regulation and Business Law Conference, Feb. 12 to 13, 2009 in Dallas, Tex. on a panel entitled: “The Ins and Outs in...

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