Joseph B. Cicero

Biography

Professional Activities & Honors

Representative Matters

Court of Chancery Litigation

• Outside directors/members of special committee of China Auto, a NASDAQ traded company, in defense of breach of fiduciary duty claims. Heng Ren Silk Road Investments LLC v. Chen, et al.
• Founding stockholder of DocPanel Technologies, Inc. in action for fraud, breach of fiduciary duties, aiding and abetting breach of fiduciary duties and corporate control pursuant to Section 225 of the General Corporation Law of Delaware. Raina v. Mathias, et al.
• Blue Bell Creameries, L.P. in defense of derivative action alleging failures to operate limited partnership in compliance with standards set forth in limited partnership agreement causing listeria outbreak and temporary shutdown of operations. Wenske v. Blue Bell Creameries, Inc., et al.
• CrowdFood, Inc. in defense of statutory books and records action pursuant to Section 220 of the General Corporation Law of Delaware. Fuhr v. CrowdFood, Inc.
• Pilot of Northeastern Aviation Corp. in indemnification action pursuant to Section 145 of the General Corporation Law of Delaware. Pasternack v. Northeastern Aviation Corp.
• Sweports, Ltd. in defense of indemnification claims pursuant to Section 145 of the General Corporation Law of Delaware. Dore v. Sweports, Ltd.
• Special Litigation Committee of the Board of Directors of Preferred Communication Systems, Inc. in derivative action for breaches of fiduciary duties. Agar v. Judy, et al.
• Incumbent directors of Westech Capital Corp. in corporate control fight pursuant to Section 225 of the General Corporation Law of Delaware. Gorman v. Salamone, et al.
• Founding stockholders of ZettaCore, Inc. in breach of fiduciary duty litigation challenging the fairness of a dissolution and squeeze-out of common stockholders. Lindsey, et al. v. ZettaCore, Inc., et al.
• Stockholders of Luxeyard, Inc. in breach of fiduciary duties action against directors for self-dealing. Allen v. Mireskandari, et al.
• Israel Discount Bank of New York in litigation in connection with conversion of approximately $17 million of collateral and breach of bailment agreement. Israel Discount Bank of New York v. First State Depository Company, et al.
• L.O.M. Medical International Inc. and its board of directors in litigation pursuant to Section 223 of the General Corporation Law of Delaware requesting election of directors to fill vacancies on the board. Canmore Consultants, Ltd., et al. v. L.O.M. Medical International Inc.
• Purchaser of stock of the Tranzonic Companies in post-closing Stock Purchase Agreement declaratory judgment and breach of contract action. FNL Management Corp. v. Tranzonic Intermediate Holdings, Inc., et al.
• The Aberdeen Group, LLC in membership interest purchase agreement post-closing breach of contract action. Harte Hanks, Inc. v. The Aberdeen Group, LLC.

Commercial Litigation in State and Federal Courts

• Cadient LLC in breach of asset purchase agreement and non-competition action in the United States District Court for the District of Delaware. Cadient LLC v. Kronos Talent Management, LLC, et al.
• Creditors Committee in breach of fiduciary duty action against former officers of consumer electronics and home appliances retail chain, hhgregg, in the Superior Court of Indiana. The Official Committee of Unsecured Creditors of Gregg Appliances, Inc. v. Riesbeck, et al.
• Capsule Media Group, LLC in litigation involving request to the United States District Court for the District of Delaware for declaration of contract termination, as well as related litigation asserting defamation in a Florida state court.  EBF Partners, LLC v. Capsule Media Group, LLC.
• CH Bus Sales, LLC in breach of contract action involving Turkish coach manufacturer.  Temsa Ulasim Araclari Sanayi Ve Ticaret A.S. v. CH Bus Sales, LLC.
• Commercial lender in action for appointment of a receiver and foreclosure relating to 700-unit apartment complex in Newark, Delaware.  RSS WFRBS2013C12-DE UHL, LLC v. UDel Holdings, LLC.
• WMI Liquidating Trust in litigation in connection with insurance coverage of former directors and officers of Washington Mutual Inc. WMI Liquidating Trust v. XL Specialty Insurance Company, et al. (Del. Super. Ct.)

Corporate Counseling

• Advised special committee of International food distribution company in connection with $440 million strategic acquisition and related $90 million capital raise of preferred units.
• Advised special committee of publicly traded consumer products company in connection with strategic alternatives, including potential going-private transaction and issuance of special dividend.
• Advised fashion company as independent counsel regarding advancement obligations under Section 145 of the General Corporation Law of Delaware.