Jody C. Barillare

Of Counsel

Wilmington Phone +1.302.574.7294 Fax +1.302.574.3001

1201 N. Market Street, Suite 2201//Wilmington, DE 19801//United States

Jody C. Barillare counsels corporate and individual clients on all aspects of Delaware law, procedure, and corporate and commercial litigation. Jody litigates matters and participates in trials, hearings, and arguments in Delaware state and federal courts, including the Court of Chancery, Superior Court Complex Commercial Litigation Division (CCLD), District of Delaware, and Delaware Supreme Court. Jody has represented both plaintiffs and defendants from a variety of industries, including technology, finance, banking and financial services, software, real estate, healthcare, telecommunications, and pharmaceuticals.

Jody counsels companies, stockholders, directors and officers, and investor clients in Delaware corporate and commercial litigation matters. He handles breach of fiduciary duty claims against officers and directors, shareholder derivative class actions, special litigation committees, employee noncompetition/nonsolicitation restrictive covenants, theft of trade secrets and tortious interference with contracts, officer and director indemnification and advancement rights, and expedited injunctive relief. Jody also represents clients in Delaware General Corporation Law (DGCL) Section 220 shareholder books and records demands, statutory matters arising under Delaware corporate and alternative entity (LLC, LLP) laws and breaches of operating agreements, postclosing indemnification, earn-outs, and escrow disputes arising from merger, stock purchase, or asset purchase agreements. He handles mergers and acquisitions (M&A) litigation, and counsels on the Delaware False Claims and Reporting Act and employment discrimination.

Before attending law school, Jody worked for J.P. Morgan Chase in financial reporting and analysis and business development. His work there included preparing and analyzing financial reporting as well as structuring financial terms and marketing plans for consumer credit card partnerships with high-profile companies and organizations.

selected representations

Assisting in defending the former CEO of a financial services company in a securities fraud litigation, criminal investigation by the US Department of Justice (DOJ), and securities fraud investigation by the US Securities and Exchange Commission (SEC) (District of Delaware)
Litigating a dispute over a multimillion-dollar earn-out provision in a stock purchase agreement involving the scope of the founder’s ongoing job responsibilities (Superior Court CCLD)
Defending a corporation and board of directors against a shareholder derivative action challenging the fairness of a merger and alleging breaches of fiduciary duty and disclosure claims (Chancery)
Defending an LLC manager against claims involving breach of fiduciary duty, unjust enrichment, and declaratory judgment arising from stock warrants in a software company (Chancery)
Defending a company's founder, CEO, and director against charges that he breached his fiduciary duties and engaged in self-dealing at the expense of his preferred shareholders (Chancery)
Counseling an acquiring corporation regarding the postmerger threat of a stockholder appraisal lawsuit (Chancery)
Defending a startup healthcare company against trade secrets, unfair competition, disclosure of confidential information, and aiding and abetting the breach of fiduciary duty claims involving the defendant's hiring of the plaintiff's senior employee (Chancery)
Assisted a corporation in enforcing noncompetition and nonsolicitation restrictive covenants against a former founder after the corporation purchased his business (Chancery)
Litigated a dispute involving theft of trade secrets and intentional interference with an employment agreement arising out of the departure of a company’s former C-suite executive (District of Delaware)
Defending a large financial institution in a qui tam case brought by the State of Delaware and a relator under the Delaware False Claims and Reporting Act for failure to report/escheat unclaimed gift card balances (Superior Court CCLD)