Samuel T. Hirzel
Court of Chancery Practice | Stockholder and Investor Practice | Business Divorce Practice
Samuel T. Hirzel is a partner at Heyman Enerio Gattuso & Hirzel LLP specializing in corporate and commercial litigation in the Court of Chancery of the State of Delaware as both lead and Delaware counsel. Sam has served as counsel in leading cases involving advancement and indemnification, appraisal rights and restrictive employment covenants. Sam has also successfully resolved a number of contentious “business divorce” matters involving separation of business partners from their jointly owned and operated enterprise.
Sam also litigates matters involving class and derivative actions, corporate governance, mergers and acquisitions, and statutory and contractual actions under the Delaware General Corporation Law and alternative entities acts. Many of Sam’s cases are expedited and involve applications for temporary restraining orders, preliminary injunctive relief, and/or expedited electronic discovery. In addition to his Chancery practice, Sam has litigated in the Supreme Court of the State of Delaware, the United States District Court for the District of Delaware, the Superior Court of the State of Delaware and the Family Court of the State of Delaware.
Sam represents pro bono clients through Delaware Volunteer Legal Services in protection from abuse and custody proceedings in the Family Court and has represented the Community Legal Aid Society, Inc. in estate litigation in the Court of Chancery.
Education
The Dickinson School of Law of the Pennsylvania State University (J.D., with honors, 2003), The Dickinson Law Review, The Irving R. Kaufman Securities Moot Court Team
Columbia University, Columbia College (B.A., Economics, 2000)
Past Career
Morris, Nichols, Arsht & Tunnell LLP, Associate, 2004-2010
Law Clerk to the Honorable Donald F. Parsons, Jr., Court of Chancery for the State of Delaware, 2003-2004
Intern to the Honorable Yvette Kane, Middle District of Pennsylvania, 2002-2003
Memberships
The Bar of the Supreme Court of the State of Delaware
The Bar of the United States District Court for the District of Delaware
DSBA Corporation Law Section
American Bar Association
Recognitions
Sam has received an AV Rating by Martindale-Hubbell. Sam has also been recognized as a Delaware 2012 and 2013 Rising Star and 2014 and 2015 Super Lawyer by Super Lawyers Magazine and by Chambers USA on its Chancery (up and coming) list.
Publications
- Dominick T. Gattuso & Samuel T. Hirzel, Statutory Appraisal: An Old Workhorse with a New Lease on Life, Business Law Today (April 2015)
- Samuel T. Hirzel & Dawn Kurtz Crompton, Finding (and Funding) the Cost of Freedom: Indemnification and Advancement for Alternative Business Entities, 15 Del. L. Rev. 83 (2015)
- A. Gilchrist Sparks, S. Mark Hurd & Samuel T. Hirzel, Good Faith and The Walt Disney Company Derivative Litigation – Guidance for Directors of Delaware Corporations, PLI Corporate Law and Practice Course Handbook Series, Contests for Corporate Control 2006 Current Offensive and Defensive Strategies in M&A Transactions (Jan. 25, 2006)
- A. Gilchrist Sparks & Samuel T. Hirzel, Good Faith and Independence – Advising Directors in the Post-Scandal Environment, PLI Corporate Law and Practice Course Handbook Series, What All Business Lawyers & Litigators Must Know About Delaware Law Developments (May 2005)
- A. Gilchrist Sparks & Samuel T. Hirzel, Trends in the Delaware Corporate Law: Director Liability and Indemnification, PLI Corporate Law and Practice Course Handbook Series, Contests for Corporate Control 2005 Current Offensive and Defensive Strategies in M&A Transactions (Jan. 12, 2005)
Representative Engagements
- Kale v. Wellcare Health Plans, Inc.: Served as lead counsel in successfully enforcing advancement rights on behalf of a former officer in the Court of Chancery. The matter was tried on a paper record before then-Chancellor, now Chief Justice, Strine, and the Court granted advancement and awarded fees on fees to Dr. Kale.
- Holley v. Nipro Diagnostics, Inc.: Served as Delaware counsel in successfully obtaining advancement and fees on fees on behalf of a former officer in the Court of Chancery.
- Dean v. Alon USA Energy, Inc.: Served as lead counsel in successfully obtaining advancement and fees on fees in the Court of Chancery in connection with defense of counterclaims asserted in an arbitration proceeding.
- Fuhlendorf v. Isilon Systems, Inc.: Served as Delaware counsel in defense of significant advancement claims.
- Hewlett-Packard Company v. Ghilardi: Served as lead counsel to a former HP employee in connection with defending non-compete claims asserted by HP in connection with his transition to Lenovo, Inc. The Court denied HP’s motion for a temporary restraining order based on the application of California law notwithstanding a Delaware choice of law provision.
- PricewaterhouseCoopers LLP v. Kaura: Served as Delaware counsel in connection with defense of former PWC employee in connection with his transition to Boston Consulting Group in the Court of Chancery. The matter was litigated through a preliminary injunction proceeding.
- Sensus USA, Inc. v. Franklin: Served as Delaware counsel in connection with successfully obtaining a temporary restraining order prohibiting the employment of the defendant with a competitor in the United States District Court for the District of Delaware.
- First Data Holdings Inc. v. Korpady: Served as lead counsel to a former First Data employee in connection with defending restrictive covenant claims seeking to prohibit his employment with Fiserv, Inc in the Court of Chancery.
- Bristol-Meyers Squibb Co. v. Berman: Served as Delaware counsel in connection with defense of claims seeking to prohibit employment a former BMS doctor with AstraZeneca plc in the Court of Chancery.
- Versteegen v. Levin: Served as lead counsel in action for dissolution of a Delaware corporation in connection with negotiating a “business divorce” in the Court of Chancery.Lead counsel in connection with the private arbitration of multiple “business divorce” matters involving the separation of business partners from Delaware limited liability companies.
- Huff Fund Inv. P’ship v. CKx, Inc.: Served as Delaware counsel in connection with the appraisal of CKx, Inc. through trial and appeal in the Court of Chancery and the Delaware Supreme Court.
- Flax v. Pet360, Inc.: Successfully obtained dismissal of private equity funds on claims alleging that the funds aided and abetted breaches of fiduciary duty by the directors of Pet360, Inc. in connection with Pet360’s merger with PetSmart.
- Fortis Advisors LLC v. Dialog Semiconductor PLC: Served as Delaware counsel in defense of a claim to an earn-out following a merger in the Court of Chancery.
- W.L. Gore, Inc. v. Long: Served as lead trial counsel to former employee of W.L. Gore in connection claims asserted against him in connection with the transition of his employment from W.L. Gore to GE. The case was litigated through trial and post-trial briefing, made new law in connection with the assertion of rights against self-incrimination in civil litigation, and was the subject of a front-page, Sunday morning article in the local newspaper.
- CelestrialRX Investments, LLC v. Krivulka, defense of a former managing member of a Delaware limited liability company in connection with claims by a minority member and application for a preliminary injunction.
Opinions
- Holley v. Nipro Diagnostics, Inc., 2015 WL 4880418 (Del. Ch. Aug. 14, 2015)
- Charlotte Broadcasting, LLC v. Davis Broadcasting of Atlanta, LLC, 2013 WL1405509 (Del. Ch. Apr. 2, 2013)
- Hampton v. Turner, 2015 WL1947067 (Del. Ch. Apr. 29, 2015)
- Halpin v. Riverstone Nat’l Inc., (Del. Ch. Feb. 26, 2015)
- Fortis Advisors LLC v. Dialog Semiconductor PLC, 2015 WL 401371 (Del. Ch. Jan. 30, 2015)
- Huff Fund Inv. P’ship v. CKx, Inc., 2013 WL 5878807 (Del. Ch. Nov. 1, 2013)
- W.L. Gore & Associates, Inc. v. Long, 2011 WL 6935278 (Del. Ch. Dec. 28, 2011)
- Connecticut General Life Ins. Co. v. Pinkas, 2011 WL 5222796 (Del. Ch. Oct. 28, 2011), 2010 WL 4925832 (Del. Ch. Nov. 18, 2010)
- Fuhlendorf v. Isilon Systems, Inc., 2011 WL 3300338 (Del. Ch. July 22, 2011), 2010 WL 4570225 (Del. Ch. Nov. 9, 2010)
- Fletcher Int’l, Ltd. v. ION Geophysical Corp., 2010 WL 1223782 (Del. Ch. Mar. 24, 2010)
- In re Sunbelt Beverage Corp. S’holder Litig., 2010 WL 692400 (Del. Ch. Feb. 15, 2010), 2010 WL 26539 (Del. Ch. Jan. 5, 2010)
- In re ALH Holdings LLC, 2010 WL 520632 (D. Del. Feb. 12, 2010), 675 F.Supp.2d 462 (D. Del. 2009)
- eBay Domestic Holdings, Inc. v. Newmark, 2009 WL 3806162 (Del. Ch. Nov. 9, 2009)
- In re American Intern. Group, Inc., Consol. Deriv. Litig., 976 A.2d 872 (Del. Ch. 2009), 965 A.2d 763 (Del. Ch. 2009)
- Reinhard & Kreinberg v. Dow Chemical Co., 2008 WL 868108 (Del. Ch. Mar. 28, 2008)
- In re Philadelphia Stock Exchange, Inc., 945 A.2d 1123 (Del. 2008)
- Sample v. Morgan, 935 A.2d 1046 (Del. Ch. 2007), 914 A.2d 647 (Del. Ch. 2007)
- In re Tyson Foods, Inc., 919 A.2d 563 (Del. Ch. 2007)
- E-Birchtree, LLC v. Enterprise Products Operating L.P., 2007 WL 914644 (Del. Super. Jan. 18, 2007)
- Childcraft Educ. Corp. v. Alice’s Home, 2006 WL 1452802 (D. Del. May 22, 2006)
- Cypress Associates, LLC v. Sunnyside Cogeneration Assocs. Project, 2007 WL 148754 (Del. Ch. Jan. 17, 2007), 2006 WL 668441 (Del. Ch. Mar. 08, 2006)
- Polygon Global Opportunities Master Fund v. West Corporation, 2006 WL 2947486 (Del. Ch. Oct. 12, 2006)
- Orloff v. Shulman, 2005 WL 3272355 (Del. Ch. Nov. 23, 2005)
- Homestore, Inc. v. Tafeen, 888 A.2d 204 (Del. 2005)
- Shamrock Holdings of California, Inc. v. Iger, 2005 WL 5756479 (Del. Ch. Jun. 6, 2005)
- Watchmark Corp. v. ArgoGlobal Capital, LLC, 2004 WL 2694894 (Del. Ch. Nov. 4, 2004)
All of the firm’s partners are AV-Rated by Martindale-Hubbell®. The firm is listed in Best Lawyers in America, Super Lawyers, Go-To Top 500, and the Martindale-Hubbell® Bar Register of Preeminent Lawyers..
