Joseph B. Cicero

Partner

 

Direct Dial:  (302) 468-4592

E-mail:  Cicero@ChipmanBrown.com

 

 

 

 

 

 

 

Joe Cicero is a litigator and corporate counselor. While Joe litigates in all of Delaware’s state and federal courts, he specializes in corporate and alternative entity governance litigation in the Court of Chancery.   Joe’s Chancery litigation practice covers a broad range of matters, such as breach of fiduciary duty claims, corporate control issues, mergers and acquisitions, going-private transactions, corporate restructuring, proxy contests, preferred stock designations, stock repurchases, dissolutions, charter and bylaw amendments, and statutory proceedings under Delaware’s General Corporation Law.

 

Joe also represents clients in complex commercial litigation in state and federal court, including bankruptcy court.   He handles a wide variety of cases involving contracts, non-competition and non-solicitation agreements, business torts, trade secrets, financial instruments, debtor and creditor rights, director and officer liability, and intellectual property litigation.

 

Joe previously was a Shareholder in the Litigation Practice Group of Greenberg Traurig LLP.

 

While in law school, Joe was a Wolcott law clerk to the Honorable Randy J. Holland of the Delaware Supreme Court.

 

 

 

Representative Matters*

 

Court of Chancery Litigation

 

  • 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.

 

  • 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.

 

  • Florida Gaming Corporation and its board of directors in breach of fiduciary duty litigation challenging the fairness of a proposed asset sale to Silvermark, LLC.   Silverberg v. Collett, et al.

 

  • interclick, inc. and its board of directors in stockholder class actions challenging the fairness of a negotiated tender offer resulting in the company’s merger with Yahoo! Inc.  In re Interclick, Inc. Shareholders Litigation.

 

  • Generation Capital Partners II LP in litigation of earn-out dispute regarding the sale of a national medical and allied health-related career training portfolio company.   Generation Capital Partners II LP v. Education Affiliates Inc.

 

  • Kona Grill and its board of directors in books and records litigation pursuant to Section 220 of the General Corporation Law of Delaware and corresponding derivative litigation challenging certain corporate transactions.  Beren v. Kona Grill Inc., Beren v. Jundt, et al.

 

  • Applica Incorporated in litigation of breach of contract, fraud and breaches of fiduciary duty claims in connection with failed acquisition by NACCO Industries.   NACCO Industries, Inc. et al. v. Applica Incorporated, et al.

 

  • Stockholders in statutory appraisal action pursuant to Section 262 of the General Corporation law of Delaware to value their stockholdings of a national food service company following its recapitalization.   Tate, et al. v. Restaurant Technologies Inc.

 

  • Wideawake Death Row Entertainment, LLC in books and records action pursuant to Section 18-305 of the Delaware Limited Liability Company Act.  Lavi v. Wideawake Deathrow Entertainment, LLC.

 

  • Remy International and its board of directors in stockholder class action challenging the sufficiency of the disclosures made in connection with a stockholder consent solicitation regarding a proposed rights offering.   JB Capital Partners LP v. Remy International Inc., et al.

 

  • Cobalt Operating, LLC in litigation of fraud and breach of contract claims in connection with $70 million purchase of a South Florida radio station.  Cobalt Operating, LLC v. James Crystal Enterprises, LLC.

 

  • Axcelis Technologies, Inc. and its board of directors in litigation challenging board of directors’ decision to reject resignations of directors tendered pursuant to “Pfizer-style” majority voting policy.   City of Westland Police & Fire Retirement System v. Axcelis Technologies, Inc.

 

  • Global investment funds in statutory appraisal action pursuant to Section 262 of the General Corporation Law of Delaware to value their holdings in Golden Telcom Inc.  Global GT L.P., et al. v. Golden Telecom Inc.

 

  • Former stockholder of Preferred Medicare Choice, Inc. in litigation for breach of a non-competition agreement with Aveta Inc. executed in connection with a stock purchase agreement.   Aveta Inc., et al. v. Colon.

Commercial Litigation in State and Federal Courts

 

  • Coface North America Inc. in litigation against former officer for misappropriation of trade secrets and breach of non-competition and non-solicitation agreements.   Coface North America Inc. v. Newton. (D. Del.)

 

  • i3screen LLC in litigation of breach of contract claim and request for injunctive relief regarding misuse of confidential information.   First Advantage Occupational Health Services Corp. v. i3screen LLC (D. Del.)

 

  • Bemax Sales Pty Ltd. and Bemax Resources Limited in litigation of injunctive relief, declaratory judgment, breach of contract, tortious interference and unfair competition in connection with a supply agreement.  E.I. DuPont de Nemours and Company v. Bemax Sales Pty Ltd., et al. (D. Del.)

 

  • Fixed Income Depository Advisory Company in finder’s fee litigation.  Underhill Investment Corporation, et al. v. Fixed Income Depository Advisory Company (D. Del.)

 

  • Delaware counsel in intellectual property litigation.   Ubicomm, LLC v. Bulbs.com Incorporated (D. Del.), In re: Cyclobenzaprine Hydrochloride Extended-Release Capsule Patent Litigation (D. Del.), Ethypharm SA France, et al. v. Bentley Pharm. (D. Del.), Friedson v. Abbott Laboratories, et al. (D. Del.), Anesta AG, et al. v. Mylan Pharmaceuticals, Inc., et al. (D. Del.), Graphics Properties Holdings, Inc. v. LG Electronics, Inc., et al. (D. Del.), Minkus Electronic Display Systems, Inc. v. Premier Retail Networks, Inc., et al. (D. Del.)

 

  • 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.)

 

  • The Provident Bank in multiple commercial mortgage foreclosure actions.  The Provident Bank v. Meridian Crossing Funding Co. Inc., et al. (Del. Super. Ct.), The Provident Bank v. Village of Brandywine Funding Company, Inc., et al. (Del. Super. Ct.)

 

  • M&T Bank in litigation in connection with erroneously filed satisfaction of mortgage of commercial real estate.   Manufacturers and Traders Trust Co. v. Washington House Partners, LLC (Del. Super. Ct.)

 

  • Gilbane Building Co. and a subsidiary in multiple mechanic’s lien and breach of contract actions.   Rodman Construction Co., et al. v. BPG Residential Partners, et al. (Del. Super. Ct.), Belfi Bros & Co. Inc. v. GBC Christina Landing LLC, et al. (Del. Super. Ct.), I.D. Griffith Inc. v. GBC Christina Landing LLC, et al. (Del. Super. Ct.), Kent County Painting Co. v. GBC Christina Landing LLC, et al. (Del. Super. Ct.), Kone Inc. v. BPG Residential Partners LLC, et al. (Del. Super. Ct.), Roman Mosaic & Tile Co. Inc v. GBC Christina Landing LLC, et al. (Del. Super. Ct.), Star Building Services v. Gilbane Building Co., et al. (Del. Super. Ct.), Dan Lepore & Sons Co. v. BPG Residential Partners V, LLC, et al. (Del. Super. Ct.)

 

*Note:  Some of the matters listed were handled by our lawyers prior to joining Chipman Brown Cicero & Cole, LLP

 

Practice Areas

 

Education

 

  • J.D., cum laude, Widener University School of Law

    • Wolcott Law Clerk, Hon. Randy J. Holland, Delaware Supreme Court

    • Research Editor, The Delaware Journal of Corporate Law

    • Widener Scholar

    • Dean's Honors List

    • Phi Kappa Phi Honor Society

  • B.A., Franklin & Marshall College

 

Bar Admissions

 

  • Delaware

  • U.S. District Court for District of Delaware

 

Professional Activities

 

  • American Bar Association

  • Delaware State Bar Association

  • Federal Bar Association

  • Richard S. Rodney Inn of Court

  • St. Thomas More Society

  • Federal Civil Panel, U.S. District Court, District of Delaware

  • Guardian Ad Litem, Delaware Office of Child Advocate

 

Accolades

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  • Listed, Rising Star: Delaware Super Lawyers, 2013-2018

 

 

 

 

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