Vernon R. Proctor, a founding partner of Proctor Heyman Enerio LLP, who now serves as partner emeritus, has a diverse corporate litigation and counseling practice relating to Delaware business entities, primarily in the Delaware Court of Chancery. He has represented public and private corporations and their boards of directors in the defense of stockholder class actions and derivative suits involving such major transactions as asset sales, recapitalizations, mergers and acquisitions. He has also represented plaintiffs and defendants in corporate election contests and stockholder appraisal cases. Vernon has served as special counsel to board committees of public and private Delaware corporations in connection with mergers and other major corporate transactions. He has a substantial practice involving the resolution of limited partnership and limited liability company disputes. He has also been appointed by the Court of Chancery as a receiver for a Delaware corporation that was dissolved by order of the Court, and he has served as a privately appointed special master and as an arbitrator. Vernon also served as an expert witness on issues of Delaware corporate law in cases litigated in Virginia, Texas, New York and Singapore. Vernon also has experience defending actions brought under the federal securities laws. Finally, he renders opinions on issues of Delaware corporate and alternate entity law.

Vernon was recognized as a leader in the field of Chancery Court litigation by Chambers U.S.A.: America’s Leading Lawyers for Business from 2006 through 2015. He “won praise from clients for his transactional capabilities, not to mention ‘his client-awareness and responsiveness.’” In 2007, he was regarded as “an intelligent and fine lawyer.” In 2010, Vernon was “hailed as a fine Chancery litigator.” In 2013, Vernon was described as “well-respected” and “a very smart and solid attorney.” In 2015, he was called “a real strategic thinker who is fantastic at structuring litigation.”

Vernon has lectured widely on subjects of Delaware corporate and limited partnership law, and he has served on the editorial boards of leading Delaware law publications. For ten years, he was a member of the Corporation Law Council of the Delaware State Bar Association, a group of attorneys that considers and recommends proposed changes to the Delaware General Corporation Law. He is currently a member of the Alternate Entities Committee of the Delaware State Bar Association, which serves the same function with respect to Delaware statutes governing general partnerships, limited partnerships, and limited liability companies. In 2009, Vernon co-authored a treatise on the legal and practical aspects of drafting operating agreements for Delaware limited liability companies. That treatise has been supplemented semiannually through 2011. In 2012, that treatise was merged into the third edition of a general form and practice manual with the same co-author, concerning limited liability company operating agreements.


  • Harvard College (A.B., 1976); magna cum laude, Phi Beta Kappa
  • Harvard Law School (J.D., 1979)

Career (all firms located in Wilmington, Delaware):

  • Prickett Jones Elliott Kristol & Schnee, Associate, 1979-1984; Director, 1984-1989
  • Philips Lytle Hitchcock Blaine & Huber, Partner, 1989-1990
  • The Bayard Firm, Director, 1990-2005


  • Corporation Law Council, Delaware State Bar Association, 1994-2004
  • Alternate Entities Committee, Delaware State Bar Association (2004-Present)
  • Former Member, Board of Editors, Delaware Lawyer (quarterly publication of Delaware Bar Foundation)
  • Former Member, Board of Editors, In Re: (monthly newsletter of Delaware State Bar Association)
  • Former Chair, Partnerships and Alternative Business Entities Subcommittee, Business and Corporate Litigation
  • Committee, Business Law Section, American Bar Association

Current Community Activities:

  • President and Member of the Board of Directors, St. Michael’s School, Wilmington, DE
  • Member, Planning and Zoning Commission and Board of Elections, Town of Bethel, DE
  • Contributor,

Reported Cases:

  • Feldman v. Cutaia, 951 A.2d 727 (Del. 2008)
  • Production Resources Group, L.L.C. v. NCT Group, Inc., 863 A.2d 772 (Del. Ch. 2004)
  • Comrie v. Enterasys Networks, Inc., 837 A.2d 1 (Del. Ch. 2003)
  • Grimes v. Alteon, Inc., 804 A.2d 256 (Del. 2002)
  • Emerald Partners v. Berlin, 726 A.2d 1215 (Del. 1999)
  • Thorpe v. CERBCO, Inc., 676 A.2d 436 (Del. 1996)

Publications and Seminars:

  • Co-Author (with John M. Cunningham): “Drafting LLC Operating Agreements” (4th ed.) (Wolters Kluwer Law & Business 2016).
  • Presenter, “Ethical Issues During LLC Formation,” in National Business Institute program entitled “Limited Liability Companies” (November 6, 2015).
  • Guest Speaker, Connecticut Bar Association, Business Law Section, New Haven, CT: “LLC Litigation: Overview and Update” (April 9, 2013).
  • Keynote Address, 2012 LLC Institute, Arlington, Virginia (American Bar Association Section of Business Law): “Limited Liability Company Litigation: Past, Present and Future” (October 18, 2012).
  • Presenter, Webinar, “Delaware LLC Agreements: Planning and Drafting Strategies” (Strafford) (January 2011).
  • Presenter, “Panel Discussion on Fiduciary Duties and the Implied Covenant of Good Faith and Fair Dealing in LPs and LLCs” in Delaware State Bar Association program entitled “Hot Topics on Delaware Limited Liability Companies and Limited Partnerships” (2010, 2011).
  • Co-Author: “Reining in Directors and Officers in Corporate America: In Delaware, the Answer is Not to Expand Their Personal Liability,” Business Law Today, Vol. 19, No. 3 (January/February 2010).
  • Co-Author (with John M. Cunningham), “Drafting Delaware LLC Agreements: Forms and Practice Manual” (Aspen 2009; supp. 2010-11).
  • Presenter, “Good Faith in Delaware Alternative Entity Statutory Law,” presented at Delaware State Bar Association Symposium entitled “Good Faith After Disney: The Role of Good Faith in Organizational Relations in Delaware Business Entities” (2006).
  • Author, “PRG v. NCT Group: Reflections of a Litigant on the Law of Unintended Consequences and Some Practical Suggestions for Avoiding Them,” presented at Delaware State Bar Association Symposium entitled “The Fiduciary Duty to Creditors: Evolution or Revolution?” (2005).
  • Author, “Officers, Beware! Amendment to Long-Arm Statute Broadens Reach of Delaware Courts,” Delaware Law Weekly, January 28, 2004.
  • Author and Co-Author, Chapter on General Partnerships, Joint Ventures, Limited Partnerships and Limited Liability Companies, in Annual Review of Developments in Business and Corporate Litigation (American Bar Association, 1998-2004).
  • Author, “Recent Developments in Corporate Law,” 6 Del. L. Rev. 177 (2003).
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