Courtney Worcester: Lawyer with Foley & Lardner LLP

Courtney Worcester

Phone617.502.3218

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Experience & Credentials
 

Practice Areas

  • Business Litigation & Dispute Resolution
  • Securities Enforcement & Litigation
  • Private Equity & Venture Capital
 
Contact InfoTelephone: 617.502.3218
Fax: 617.342.4001
http://www.foley.com/Courtney-Worcester
 
University Bowdoin College, A.B., cum laude, 1996
 
Law SchoolBoston University, J.D., cum laude, 1999 Administrative Editor for the Boston University Law Review, Member, National Moot Court Team
 
Admitted1999, Massachusetts; Maine; New Hampshire; U.S. District Court, District of Massachusetts; U.S. District Court, District of Maine; U.S. District Court, District of New Hampshire; U.S. Court of Appeals for the First Circuit
 
Biography

Courtney Worcester is a partner and litigation lawyer in the Boston office of Foley & Lardner LLP. Her practice focuses on complex commercial litigation involving corporations, venture capital and private equity firms, financial institutions and their directors and officers. She has represented clients in corporate governance, federal securities and shareholder litigation matters, including federal securities and consumer class actions, stockholder derivative litigations, and internal corporate investigations. In addition, she is experienced in diverse commercial litigation matters, ranging from contractual disputes to the protection of trade secrets, unfair competition, and other business torts. She is a member of the firm's Securities Enforcement & Litigation and Private Equity & Venture Capital Practices.

Representative Experience
• Obtained defense verdict after trial in the Delaware Court of Chancery for a leading venture capital firm in action asserting purported breach of fiduciary duty and fraud claims in connection with the purchase of stock from former portfolio company founders upon the exercise of contractual rights of first refusal. (Industry: Internet/Telecommunications, Venture Capital)
• Representation of special litigation committee of board of directors of publicly-traded wireless telecommunications firm in investigation of historical stock option-granting practices and responses to stockholder demands and obtaining dismissal of federal and state-court derivative litigation asserting state law claims for breach of fiduciary duty and federal securities claims
• Representation of general partners of venture capital funds, as directors of venture-backed incubator, in obtaining dismissal of action brought by former preferred stockholder asserting purported breach of fiduciary duty claims in connection with corporate dissolution and winding-up
• Representation of venture capital funds, as majority stockholders, in privately-held military electronics firm, in obtaining, after trial, a defense verdict, in action by minority stockholders asserting purported breach of fiduciary duty claims against directors and majority stockholders in connection with stock repurchase and recapitalization
• Representation of national retailer in litigation involving misappropriation of trade secrets and breach of non-competition agreements
• Representation of publicly-traded, development-stage biopharmaceutical firm in defense of action brought by competitor asserting purported misappropriation of trade secrets and other business torts
• Obtained dismissal of breach of fiduciary duty claims and deceptive business practices against an investment advisor, as well as affirmance of that dismissal in the State of New York, Supreme Court, Appellate Division
• Defended national bank against several class actions asserting violations of various states' consumer protection acts and the Truth-in-Lending Act
• Represented consumer product manufacturer in consumer protection and breach of warranty class action
• Successfully defended company and individuals against imposition of temporary restraining order to prohibit use of company's domain name
• Represented chief operating officer of public company against revenue recognition claims in securities class action, SEC and criminal investigations
• Obtained reversal of convictions of larceny and assault by means of a dangerous weapon based upon ineffective assistance of counsel, Commonwealth v. Vickers, 708 N.E. 2d 575 (Mass. Ct. App. 2003)
• Obtained reversal of conviction of possession of stolen vehicle for insufficient evidence, Commonwealth v. Campbell, 800 N.E. 2d 1055 (Mass. Ct. App. 2003)

Prior to joining Foley, Ms. Worcester was of counsel with Pepper Hamilton LLP. She has also worked as an associate for Greenberg Traurig, LLP, Nixon Peabody LLP, and Testa Hurwitz & Thibeault, LLP. In addition, she clerked for Justice W. Stephen Thayer, III and Justice Linda S. Dalianis of the New Hampshire Supreme Court.

Recognition

Ms. Worcester has been selected for inclusion in the 2007 - 2013 Massachusetts Super Lawyer - Rising Stars® lists. She is a 2012 recipient of Foley's Carl Hitchner Mentor of the Year Award; an annual award recognizing outstanding mentoring to young attorneys by partners and senior counsel of the firm. She is also co-chair of the Boston Women's Committee as well as a member of the Diversity Committee of the National Association of Women Lawyers.

Education

Ms. Worcester earned her law degree, cum laude, from Boston University (J.D. 1999) where she was the administrative editor for the Boston University Law Review and was a member of the National Moot Court Team. Her bachelor's degree was conferred, cum laude, by Bowdoin College (A.B., 1996).

Admissions

Ms. Worcester is admitted to practice in the states of Massachusetts, Maine and New Hampshire, and before the U.S. District Courts in each of those states, and before the U.S. Court of Appeals for the First Circuit.

Selected Publications and Presentations
• "Why is That in the Contract Again? Insights and Tips for Business Lawyers When Drafting and Reviewing Contracts," presented via Webcast by Celesq (July 15, 2014)
• "A Review of Recent Whistleblower Developments," (co-author) Foley & Lardner LLP's Legal News: Whistleblower Developments (July 2, 2014)
• "SEC's Enforcement Actions Against Hedge Fund Adviser for Retaliation Highlights Challenges Employers Face," (co-author) Foley & Lardner LLP's Legal News: Whistleblower Developments (June 18, 2014)
• "Current Ethical Issues for In-House Counsel: E-discovery, Contacts with Unrepresented Persons, Consultant and More," presented via Webcast by Celesq (June 10, 2014)
• "Whistleblower Protection Expanded: Lawson v. FMR, LLC," presented via Webcast by Celesq (April 16, 2014)
• "A Review of Recent Whistleblower Developments," (co-author) Foley & Lardner LLP's Legal News: Whistleblower Developments (April 1, 2014)
• "Who Qualifies as a Whistleblower under Sarbanes-Oxley?," presented via Webcast by Celesq (January 14, 2014)
• "Deal Developments for In-House Counsel," presented via Webcast by Celesq (December 12, 2013)
• "Enforcement of Forum Selection Clauses Just Got Easier," (co-author), Foley & Lardner LLP's Legal News: Business Litigation & Dispute Resolution (December 9, 2013)
• "Early Case Assessment Considerations for In-house Counsel Confronted with Corporate Governance and Whistleblower Litigation under the Dodd-Frank Act," presented via Webcast by Celesq (November 7, 2013)
• "Social Media, the News, and Stock Price: Tips for In-House Counsel When the Company's Stock Comes under Attack," presented via Webcast by Celesq (October 16, 2013)
• "In-House Counsel: Ethics Rules and the Attorney-Client & Work-Product Privileges: Avoiding Traps for the Unwary," presented via Webcast by Celesq (September 9, 2013)
• "Whistleblower Retaliation Suits after Asadi v. GE Energy: How the Fifth Circuit Changed Legal Precedent and Existing Practices under Dodd-Frank," presented via Webcast by Celesq (August 22, 2013)
• "Top Ten Tips for Conducting a Whistleblower Investigation," presented via Webcast by Celesq (July 11, 2013)
• "Venture Capital Firms and Fiduciary Duties: Considerations and Developments for Corporate Securities Counsel," presented via Webcast by Celesq (June 10, 2013)
• "The SEC's Continued Focus on the Private Equity Industry: What their Lawyers Need to Know," presented via Webcast by Celesq (May 16, 2013)
• "Defending Proxy Puts: 'One Definition of Genius'," (co-author), Bloomberg BNA: Corporate Responsibility Report ( May 10, 2013)
• "Kallick v. SandRidge Energy: Defending Proxy Puts," (co-author), Bloomberg BNA: Corporate Counsel Weekly (May 8, 2013)
• "Update on Say-on-Pay Litigation," presented via Webcast by Celesq (April 3, 2013)
• "Sarbanes-Oxley Whistleblower Claims and Burdens of Proof," presented via Webcast by Celesq (March 15, 2013)
• "Foreign assets oversight means travel, Delaware judge tells directors," (co-author), Westlaw Journal: Delaware Corporate(March 18, 2013)
• "Avoiding a Mess! Part II: Why Business Lawyers Should Call Litigators before the Contract Is Executed," presented via Webcast by Celesq (February 27, 2013)
• "Avoiding a Mess! What Litigators Want Business Lawyers to Know when Drafting Contracts," presented via Webcast by Celesq (August 2012)
• "Private Equity in the Crosshairs," (co-author) Law360 (July 11, 2012)
• "Plaintiffs And The ABCs (Anywhere But Chancery)," (co-author), Law360 (June 19, 2012)
• "In Practice: The Perils of Ignoring a 'No' Vote on Executive Compensation," (co-author), NACD Directorship(January/February 2012)
• "Say on Pay Report from 2011 Proxy Season," (co-author), Association of Corporate Counsel (October, 17, 2011)
• "Perils of Ignoring a "No" Comp Vote," (co-author), NACD Directorship (September 27, 2011)
• "Enhanced Liability Risks For VCs And VC Funds Extending Bridge Loans," (co-author), VCExperts (August 8, 2011)
• "Dodd Frank's Mandatory Executive Comp Clawback," (co-author), The Deal (December 20, 2010)
• "Top Five Risk Management Tips for Venture Capitalists," (co-author), Reuters Venture Capital Journal (January 2010)
• "A Boardroom Checklist," (co-author), The Corporate Board(September 2009)
• "Ask the Litigator," (co-author), The Deal (January 9, 2009)

 
ISLN915166594
 

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SEC Reverses Course and Awards Dodd-Frank Whistleblower $400,000
Bryan B. House,Pamela L. Johnston,Courtney Worcester, October 7, 2014
On July 31, 2014, the SEC awarded $400,000 to a whistleblower who had reported internally before providing information to the SEC. The award was unique because the SEC’s Claims Review Staff had denied the whistleblower’s claim on the grounds that the information provided had not been...

CFTC Announces First Whistleblower Award
Bryan B. House,Pamela L. Johnston,Courtney Worcester, July 9, 2014
On May 20, 2014, the Commodity Futures Trading Commission (“CFTC”) announced its first whistleblower award since it implemented its whistleblower program in 2011 after the passage of the Dodd-Frank Act. The whistleblower will receive $240,000. According to Gretchen Lowe, acting director...

District Court Distinguishes Lawson v. FMR LLC and Dismisses Complaint
Bryan B. House,Pamela L. Johnston,Courtney Worcester, July 9, 2014
After the United State Supreme Court’s plaintiff-friendly decision in Lawson v. FMR LLC, 134 S.Ct. 1158 (Mar. 4, 2014), we wrote regarding the “limiting principles” that the Supreme Court said might be applied in the future in interpreting Section 806 of the Sarbanes-Oxley Act of...

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Office Information

Courtney Worcester

111 Huntington Avenue
BostonMA 02199




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