biography

Carl is a Delaware licensed attorney, whose practice focuses in the areas of corporate and commercial litigation before the Delaware state courts and the United States District Court for the District of Delaware.

Carl represents national and regional clients in a variety of areas, including high-stakes shareholder disputes, books and records demands, dissolution proceedings, matters involving fiduciary duties and corporate governance, summary proceedings under the Delaware General Corporation Law, and matters in which injunctive or equitable relief is sought. Carl also represents parties as Delaware counsel in intellectual property disputes before the District of Delaware.

Carl is a “business divorce” attorney, having represented various companies, stockholders, directors and officers in a multitude of corporate governance disputes. Carl is known for strategizing on a high level  and litigating in a smart and effective way in order to effectuate an optimal outcome for his clients.

In addition to his extensive litigation background, Carl regularly handles matters before the United States Bankruptcy Court for the District of Delaware and has repres...

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  • Representative Litigation

    Representative Corporate and Commercial Litigation Matters

    • Obtained dismissal of defendants’ claims in a $60 million lawsuit brought by a Russian national bank under the doctrine of forum non conveniens. VTB Bank v. Navitron Projects Corp., C.A. No. 8514-VCN (Del. Ch.)
    • Obtained an order from the Delaware Supreme Court ordering general partner to produce requested books and records of Delaware limited partnerships. Murfey, et al. v. WHC Ventures, LLC, et al., No. 294,2019 (Del. 2020)
    • Obtained a full discharge on behalf of co-trustees along with attorneys’ fees in amount of approximately $1 million. In re Hawk Mountain Trust, C.A. No. 7334-VCP (Del. Ch.)
    • Obtained an order granting petition for the appointment of a trustee in dissolution to a dissolved Delaware limited liability company. In re Zoom Flume, LLC, C.A. No. 2020-0293-SG (Del. Ch.)
    • Successfully petitioned the Delaware Court of Chancery to appoint a trustee over a deadlocked Delaware limited liability company and Delaware corporation under Section 18-802 of the Delaware LLC Act and Section 273 of the DGCL, respectively. Steelcom Ltd., et al. v. PilePro, LLC, et al., C.A. No. 12178-VCS (Del. Ch.)
    • Obtained a writ of mandamus from the Third Circuit Court of Appeals vacating the District of Delaware’s order transferring venue of action to the Western District of Louisiana and remanding action to the District of Delaware. In re Advanced Reimbursement Management, LLC, No. 17-3187 (3d Cir. July 31, 2018)
    • Successfully opposed motion to expedite filed in Court of Chancery dissolution proceeding in light of forum selection clause requiring dissolution claim to be brought in arbitration. In re North American Payroll Holdings, LLC and Associated Human Capital Management, LLC, C.A. No. 2018-0881-KSJM (Del. Ch.)
    • Represented limited partners of a family limited partnership and asserted claims against general partner for failing to properly amortize goodwill to limited partners, defeated motion to dismiss and obtained settlement of dispute. JHJ Limited Partnership v. United Trust Fund Limited Partnership, et al., C.A. No. 2017-0723-JRS (Del. Ch.)
    • Represented 50% stockholder in action filed under Section 273 of the DGCL to dissolve a Delaware joint venture corporation, obtained resolution of dispute. Ronda Craft Maines v. Kevin Ron Craft and B.G. Craft Enterprises, Inc., 2018-0069-SG (Del. Ch.)
    • Represented respondent opposing dissolution of joint venture entity pursuant to Section 273 of the DGCL and obtained settlement. In re Seaway Biltmore Inc., C.A. No. 11192-CB (Del. Ch.)
    • Obtained sanctions and attorneys’ fees against investors for filing derivative suit in violation of release contained in settlement agreement. In re China Integrated Energy, Inc. Stockholder Litig., Consol. C.A. No. 6625-VCL (Del. Ch.)
    • Represented board members seeking advancement and indemnification of claims, obtained settlement. Fanzilli, et al. v. GFI Group, Inc., C.A. No. 11740-VCL (Del. Ch.)
    • Represented estate executor to recover value of shares deceased owned in Delaware corporation, and obtained settlement. Fritzel v. Track Tech, Inc., C.A. No. 2017-0172-JRS (Del. Ch.)
    • Represented secured creditor in action to appoint receiver to insolvent corporation under Section 291 of the DGCL, obtained settlement. In re Day1 Solutions, Inc., C.A. No. 12878-VCL (Del. Ch.)
    • Represented group of LLC managers in defense of fiduciary duty claims, obtained settlement. CMS Investment Holdings, LLC v. Castle, et al., C.A. No. 9468-VCMR (Del. Ch.)
    • Represented plaintiff in earnout litigation dispute and obtained settlement through mediation. Penn Venture Partners, L.P. v. Nuance Communications, Inc.¸ C.A. No. 11810-VCS (Del. Ch.)
    • Represented company seeking determination of adequate security pursuant to Section 281 of the DGCL, obtained order from the Court requiring $0 to be set aside for adequate security. In re Reading Powder Coatings Inc., C.A. No. 11470-VCG (Del. Ch.)
    • Represented various companies seeking determination of adequate security pursuant to Section 281 of the DGCL, obtained order from the Court requiring $0 to be set aside for adequate security. In re Mint Technologies, Inc., C.A. No. 12035-VCL (Del. Ch.); In re Reading Powder Coatings, Inc., C.A. No. 11470-VCG (Del. Ch.)
    • Represented plaintiff in a Section 225 action and Section 220 books and records action, obtained settlement. Schlitz v. BigVisible Solutions Inc., C.A. Nos. 8935-VCP, 9213-VCP (Del. Ch.)
    • Represented directors and officers in breach of fiduciary duty litigation through mediation. Szostak v. Parabel Inc., et al., C.A. No. 9867-VCL (Del. Ch.)
    • Represented client in power of attorney dispute, obtained settlement through mediation. In the Matter of Paulina Du Pont Dean; C.A. No. 7430-MZ (Del. Ch.)
    • Obtained ex-parte TRO on behalf of judgment creditor against defendant. Arsenal Inc. v. Philip Spitzer, et al.; C.A. No. 10074-VCP (Del. Ch.)
    • Represented defendants in trade secret litigation against former employer through mediation. mindSHIFT Technologies, Inc. v. Joel Altobello, et al.; C.A. No. 9537-VCP (Del. Ch.)
    • Represented petitioner seeking dissolution of joint venture Delaware corporation under Section 273 of the DGCL, obtained resolution. In the Matter of Telfez, Inc.; C.A. No. 9233-VCP (Del. Ch.)

     

    Representative Bankruptcy Matters

    • Successfully represented North Dakota utility company in the Emerald Oil, Inc., Triangle USA Petroleum and Enduro Resource Partners, LLC bankruptcy proceedings before the Delaware Bankruptcy Court, and in the Whiting Petroleum Corporation bankruptcy proceeding before the Southern District of Texas in connection with disputes concerning adequate assurance under Section 366 of the Bankruptcy Code.
    • Successfully obtained relief from the automatic stay on behalf of numerous personal injury claimants in order to liquidate their claims, including most recently in the Forever 21, Inc., Celadon Group, Inc., and Hygea Holdings Corp. bankruptcy proceedings before the Delaware Bankruptcy Court.
    • Represented a litigation trust in the Chem Rx Corporation bankruptcy action which commenced numerous avoidance actions on behalf of the estate and successfully obtained a substantial recovery for the litigation trust.
    • Successfully defended numerous defendants that were sued for the recovery of preferential transfers under Section 547 of the Bankruptcy Code, along with defendants sued for the recovery of fraudulent conveyances under Section 548 of the Bankruptcy Code.
    • Defeated a motion for summary judgment filed against a defendant sued for the recovery of hundreds of thousands of dollars of alleged preferential transfer.
    • Successfully represented a multitude of creditors in various bankruptcy proceedings, including claimants seeking administrative claims under Section 503(b)(9) of the Bankruptcy Code for goods and services provided in the 20 day period prior to the bankruptcy filing, claimants seeking the reclamation of goods provided to debtors in the 45 day period prior to the bankruptcy filing, and various other secured and unsecured creditors.
    • Obtained an order from the Delaware Bankruptcy Court granting a motion to transfer venue on behalf of defendant sued for the recovery of allegedly fraudulent transfers in the DBSI, Inc. bankruptcy action.
    • Represented various commercial landlords seeking to compel payment of rent during the pendency of the bankruptcy proceeding.
    • Represented party opposing the debtors’ assumption and assignment of unexpired lease on basis that debtors failed to provide adequate assurance of future performance.
    • Represented various parties seeking to bid on assets of debtors’ estates.
  • Publications
    • Delaware Business Dispute Blog – www.businessdisputeblog.com
    • Delaware Bankruptcy Blog – www.delawarebankruptcyblog.com
    • Director Obligations to Implement and Monitor Oversight Systems, Wiley Online Library, Nov. 2019
    • Delaware Supreme Court Addresses the Implied Covenant of Good Faith And Fair Dealing, The M&A Lawyer, Feb. 2017
    • Fee-Shifting Ban May Put Delaware’s Corporation-Friendly Status in Question, The Legal Intelligencer, Feb. 2016
  • Clerkship Experience

    Delaware Supreme Court, Chief Justice E. Norman Veasey, 2003

  • Memberships
    • Delaware State Bar Association
    • American Bankruptcy Institute
    • Richard S. Rodney American Inn of Court

New YorkPrincetonWashington, D.C.

Credentials

Admissions

Delaware

New Jersey

New York

Washington, D.C.

Education

William and Mary Law School, 2005

Georgetown University, 2002

Prior Law Firm Experience

Fox Rothschild LLP

Practice Areas