Joseph O. Larkin
Joe Larkin concentrates on corporate litigation with an emphasis on mergers and acquisitions, controlling stockholder going-private transactions, hostile takeovers, proxy contests and other “bet the company” disputes.

Bio

Mr. Larkin has litigated and tried cases in the Delaware Court of Chancery as well as in state and federal courts throughout the country, and has extensive experience in all aspects of litigation. He also frequently provides transactional and corporate governance advice on the Delaware law of corporations, limited partnerships and limited liability companies. Most recently, Mr. Larkin obtained a trial victory in Delaware federal court for the former officers and shareholders of EPCO Carbon Dioxide Products, Inc. against claims of fraud and breach of representations and warranties in a stock purchase agreement.

Throughout his career, Mr. Larkin has represented companies and their boards in some of the largest transactions in history, and he has been at the forefront of corporate innovation. Mr. Larkin represented MacAndrews & Forbes in the Delaware Supreme Court’s groundbreaking decision Kahn v. M&F Worldwide Corp., in which the court held for the first time that the deferential business judgment standard of review applied to a controller-led merger. He also represented the former trustees of CommonWealth REIT in the successful defense of a board-adopted mandatory arbitration bylaw, and later at trial. Both victories were recognized as finalists for the Financial Times’ 2014 North America “Innovative Lawyers” report, and the MacAndrews & Forbes representation was highlighted in a Law360 article naming Skadden as the 2014 “Securities Group of the Year.” In Krieger v. Wesco, 30 A.3d 54 (Del. Ch. 2011), Mr. Larkin successfully argued that Wesco’s stockholders were not entitled to appraisal rights in connection with Wesco’s merger with Berkshire Hathaway, a decision that often is cited for clarifying the availability of appraisal rights under Delaware law. He has been repeatedly selected as a Delaware RisingStar for corporate litigation.

Other recent representations include:

  • defense of a former senior executive of a Fortune 500 company in an expedited trial concerning non-compete, trade secrets and unfair competition claims (Pennsylvania federal court);
  • American Financial Group, Inc., in shareholder litigation arising from its $660 million going-private acquisition of National Interstate Corporation (Ohio federal court);
  • Yadkin Financial Corporation in its acquisition of NewBridge Bancorp (North Carolina Business Court);
  • JAB Beech Inc., an indirect, controlled subsidiary of JAB Holding Company, in shareholder litigation arising from JAB Beech’s $1.35 billion acquisition of Krispy Kreme Doughnuts, Inc. (North Carolina Business Court);
  • Anchor BanCorp Wisconsin Inc. in its sale to Old National Bancorp (Wisconsin federal court);
  • Visteon Corporation in the $3.6 billion sale of its 70 percent stake in Halla Visteon Climate Control Corp. to an affiliate of Hahn & Company and Hankook Tire Co., Ltd.;
  • NPS Pharmaceuticals in its $5.2 billion sale to Shire Plc;
  • Konecranes Plc in its all-stock merger with Terex Corporation;
  • TAL International Group, Inc. in its merger-of-equals with Triton Container International Limited;
  • SeaCube Container Leasing Ltd. in its $1.8 billion acquisition by Ontario Teachers’ Pension Plan;
  • Express Scripts, Inc. in its $29 billion merger with Medco Health Solutions, Inc.;
  • Anheuser-Busch Companies, Inc. in its $52 billion acquisition by InBev N.V; and
  • Freedom Communications in its sale of various print and online publications to multiple buyers.

Mr. Larkin also frequently represents financial advisors in shareholder and appraisal litigation arising from mergers and acquisitions. In the bankruptcy arena, Mr. Larkin has represented creditors and their financial advisors at trial in matters arising from the financial crisis.

He has written numerous articles on Delaware corporation law issues and was appointed twice by the Delaware Supreme Court to serve on the Delaware Board of Bar Examiners.

Credentials

Education

  • J.D., Villanova University School of Law, 2006 (magna cum laude; Order of the Coif; Associate Editor, Villanova Law Review)
  • B.A., University of Richmond, 2003 (magna cum laude)

Admissions

  • Delaware
  • Pennsylvania

Experience

  • Law Clerk, Hon. R. Barclay Surrick, U.S. District Court for the Eastern District of Pennsylvania (2006-2007)

Joseph O. Larkin