Megan Ward Cascio


(302) 498-6214 F

Megan is a partner with the Corporate & Business Litigation Group.  Her practice includes corporate and commercial litigation in the Delaware Court of Chancery.  She has handled a wide range of matters including shareholder disputes, derivative actions, breach of fiduciary duty lawsuits, disputes resulting from mergers and acquisitions and proxy contests.  Megan also has significant experience representing clients in litigations regarding alternative entities, including limited liability companies, limited partnerships, master limited partnerships and statutory trusts.  In addition, she advises corporate boards of directors and special committees concerning transactional and litigation issues including representations of special negotiating committees and special litigation committees. She has been mentioned in The Legal 500 US for M&A litigation.

In 2015, Megan was appointed by the Delaware Supreme Court to serve on the Permanent Advisory Committee on Supreme Court Rules.  She volunteers her time with the Office of the Child Advocate and is appointed to represent minor children as a guardian ad litem in the Delaware Family Court. She also has performed a variety of pro bono work through Delaware Volunteer Legal Services.

Professional Activities

  • American Bar Association
  • Delaware State Bar Association
  • Permanent Advisory Committee on Supreme Court Rules, Delaware Supreme Court

Representative Matters

  • Represented Special Committee of Directors and TradingScreen in litigation brought by preferred stockholder regarding redemption rights involving the issue of the company’s funds legally available to make redemptions.  TCV VI, L.P. et al. v. TradingScreen Inc. et al., C.A. No. 10164-VCL
  • Co-counsel representing acquiror, Grupo FerroAtlantica, S.A.U., in challenge to business combination involving Globe Specialty Metals, Inc.  Litigation resolved with deal modifications and court approved settlement. In re Globe Specialty Metals, Inc. Stockholders Litigation, Consol. C.A. No. 10865-VCG
  • Represented subsidiary of Johnson & Johnson seeking preliminary injunction in aid of arbitration against third-party manufacturer to continue to produce important drug during manufacturing transition phase.  Although case was sent to arbitration without an injunction, court commented on its willingness to enter emergency relief should the arbitration process be delayed.  After a period of continued court monitoring, the client subsequently voluntarily dismissed litigation.  ALZA Corporation v. Boehringer Ingelheim USA Corp. and Ben Venue Labs. C.A. No. 8877-CS
  • Represented defendant in a trade secrets case involving benefits platform technology.  Successfully brought and defended several motions to compel prior to case settling.  SS&C Tech., Inc. and BenefitsXML Inc.  v. Liazon Corp. C.A. No. 9312-VCL
  • Represents Cerberus Capital Management in litigation regarding Albertson’s acquisition of Safeway Inc.  Case is awaiting court approval of settlement.  In re Safeway Inc. Stockholders Litig., Consol. C.A. No. 9945-VCL
  • Continuing representation of inside officers and directors in derivative suit challenging company’s acquisition of two other companies.  In re Freeport-McMoRan Copper & Gold Inc. Derivative Litigation, Consol. C.A. No. 8145-VCN
  • Represented defendant in an advancement case with unique issues regarding whether claims were brought against former officers and directors in such capacity or as employees.  Thomas Rizk and John Douglas v. TractManager, Inc., C.A. No. 9073-ML
  • Represented plaintiff seller in dispute regarding stock purchase agreement post-closing escrow dispute through successful settlement.  Macsteel Global B.V. v. Klockner USA Holding, Inc. (Del. Ch. 2013), C.A. No. 8838-VCL
  • Represented Tory Burch LLC in dispute regarding LLC agreement and breach of fiduciary duties.  J. Christopher Burch, et al. v. Tory Burch, et al. (Del. Ch. 2012)
  • Representation of defendant in two litigations with member of LLC and involving master limited partnership, including a fiduciary duty suit and a stock list suit, which were successfully settled.  Massachusetts Institute of Tech. v. Wexford Capital LP, et al. (Del. Ch. 2012)
  • Represented holder of trust preferred stock of bank holding company in successfully obtaining an injunction after trial preventing merger of bank in violation of trust preferred stockholders’ rights.  In re BankAtlantic Bancorp., Inc. Litig., 39 A.3d 824 (Del. Ch. 2012)
  • Represented acquiror of XO Holdings, Inc. in going-private transaction in New York Supreme Court suit and successfully opposed motion seeking to enjoin merger.  Youlu Zheng v. Carl Icahn, et al. (NY Sup. Ct. 2011)
  • Lead counsel representation of defendant in post-closing stock purchase agreement tax allocation provision dispute resolved through successful settlement.  Gibraltar Private Bank & Trust Co. v. Boston Private Fin. Holdings, Inc. (Del. Ch. 2011)
  • Co-lead counsel representing KFC Corp. in dispute with franchisee organization regarding rights and powers to control advertising pursuant to Cooperative’s charter.  KFC Nat’l Council and Advertising Coop. v. KFC Corp., 2011 WL 350415 (Del. Ch.)
  • Lead counsel representation of prevailing defendant through trial and appeal in seminal case addressing ability and requirements of corporation to redeem preferred stock pursuant to stockholders’ redemption right.  SV Inv. Partners, LLC v. ThoughtWorks, Inc., 7 A.3d 973 (Del. Ch. 2010), aff’d 37 A.3d 205 (Del. 2011)
  • Represented stockholder in “NOL poison pill” litigation.  Selectica, Inc. v. Versata, Enters., Inc., 2010 WL 703062 (Del. Ch.)
  • Counsel for the major sports leagues and the NCAA in successfully challenging Delaware’s proposed sports betting scheme.  Office of the Commissioner of Baseball v. Markell, 579 F. 3d. 293 (3d Cir. 2009)
  • Lead counsel for managing member and its independent board in breach of fiduciary duty suit which was successfully settled with approval of the Court of Chancery over significant objections by limited partners.  Forsythe, et al. v. ESC Fund Mgmt. Co. (U.S.) Inc. et al. (Del. Ch. 2007)
  • Co-lead counsel for acquiror claiming fraud and an MAE.  Case settled during trial, with the acquisition price being reduced by more than 10%.  Valassis Corp. v. ADVO, Inc. (Del. Ch. 2006)
  • Lead counsel of plaintiff in successfully obtaining judgment permitting it to exercise right of first refusal in connection with interests in a joint venture pipeline company.  Union Oil Co. of California v. Mobil Pipeline Co., 2006 WL 3770834 (Del. Ch.)
  • Co-counsel in defending litigation in which plaintiff unsuccessfully sought rights to advancement of legal fees pursuant to 8 Del. C. § 145.  Flynn v. CIBC World Markets, Inc., 2005 WL 1538337 (Del. Ch.)


The Legal 500 Recognizes Morris Nichols as a Leading M&A Law Firm

Wilmington, DE (June 15, 2016) – Morris, Nichols, Arsht & Tunnell LLP has been ranked as a leading M&A law firm in The Legal 500 United States 2016. Now in its tenth edition, the U.S. guide organizes various practice areas into a single national ranking to highlight firms with a national presence in sophisticated and complex... Continue Reading

The Legal 500 Ranks Morris Nichols as a Leading M&A Firm in the United States

Wilmington, DE (June 3, 2015) – Morris, Nichols, Arsht & Tunnell LLP has been ranked as a leading M&A law firm in The Legal 500 United States 2015. Now in its ninth edition, the U.S. guide organizes various practice areas into a single national ranking. “Only a small number of firms in the United States have a truly national... Continue Reading

Third Circuit Agrees with Sports Leagues' Interpretation of Federal Statute - Morris Nichols Litigation Team Successful in National Sports Leagues Betting Appeal

Wilmington, DE – August 31, 2009 – The Third Circuit Court of Appeals has agreed with Morris Nichols’ interpretation of the Professional Amateur Sports Protection Act (PASPA) and ruled in favor of its clients – all of the major national professional sports leagues, including the NFL, MLB, NBA, NHL, and the NCAA – that Delaware’s plan to... Continue Reading