Sarah Runnells Martin focuses her practice on corporate and complex commercial litigation, including the defense of derivative and class actions.


In the past several years, Ms. Martin has been a part of teams that have defeated challenges to more than $200 billion in deals. In addition, Ms. Martin frequently provides Delaware general corporation law advice on transactional matters.

Ms. Martin’s litigation matters include the following representations:

  • the lead independent director of Viacom, Inc. in litigation challenging the composition of the Viacom board of directors;
  • Cheniere Energy, Inc. in one of the first contested actions under Section 205 of the Delaware General Corporation Law, and related litigation surrounding the validity of stock issued under its incentive compensation plan;
  • directors and officers of CytRx Corp. in derivative litigation challenging CytRx’s option grant practices;
  • Jos. A. Bank and its directors and officers in expedited litigation relating to its receipt of a takeover proposal from The Men’s Wearhouse;
  • Activision Blizzard, Inc. in class and derivative litigation challenging its repurchase of stock from Vivendi, S.A. and related transactions, including a successful Delaware Supreme Court appeal;
  • J.G. Wentworth Inc., JLL Partners and affiliates in obtaining dismissal of litigation challenging obligations under a tax receivable agreement;
  • Insys Therapeutics, Inc. in trial in connection with successor liability claims and challenges to the fairness of controlling stockholder transactions;
  • Atomico Management, Ltd. in litigation against former employees relating to the misappropriation of trade secrets;
  • J.C. Penney Company, Inc. in a declaratory judgment action relating to interpretation of its indentures; and
  • Playboy Enterprises, Inc. in litigation arising from its going-private acquisition by Hugh Hefner.

In addition to various arguments before the Delaware Court of Chancery, Ms. Martin also served as amicus curiae for the Family Court of the State of Delaware and successfully briefed and argued certified questions of law before the Delaware Supreme Court regarding malpractice immunity for court-appointed attorneys.



  • J.D., Cornell Law School, 2008 (magna cum laude; Articles Editor, Cornell Law Review)
  • B.A., Cornell University, 2005


  • Delaware
  • U.S. District Court for the District of Delaware

Sarah T. Runnells Martin

Counsel, Litigation; Securities Litigation