Sarah Runnells Martin

Sarah Runnells Martin focuses on corporate and complex commercial litigation. She represents clients in derivative litigation, class action lawsuits, “broken deal” litigation, special committee investigations and litigations, federal securities suits, appraisal litigation, proxy contests, books and records demands and litigation, and hostile takeovers in state and federal courts in Delaware and across the country. Sarah also provides advice to corporations and their boards of directors on corporate governance issues and the Delaware General Corporation Law.

Sarah’s litigation experience encompasses a wide range of matters. She has handled cases involving challenges to hundreds of billions of dollars of mergers and acquisitions, stock drop and event-driven litigation, breach of contract and fraud disputes, and statutory proceedings under the Delaware General Corporation Law. Her work also includes cases concerning option grant practices, SPACs, incentive compensation plans, FDA reporting, stock offerings, and interpretation of corporate instruments.

In addition to her work in the Delaware Court of Chancery, Sarah has argued before the Delaware Supreme Court. She served as amicus curiae for the Family Court of the State of Delaware, briefing and arguing certified questions of law before the state’s highest court regarding malpractice immunity for court-appointed attorneys.

Experience

Representative Matters

• Represented former directors and officers of Anaplan, Inc. in litigation relating to Anaplan’s acquisition by Thoma Bravo, obtaining dismissal by the Delaware Court of Chancery.°

• Represented Taylor Commercial Foodservice in the District of Delaware on successful motion to dismiss Lanham Act claims split from California state court trade secrets litigation.°

• Represented Mars, Inc. in expedited litigation in the Delaware Court of Chancery asserting claims relating to a brokerage agreement.°

• Represented Neuberger Berman in connection with litigation in Delaware and New York relating to the spinoff of its Dyal Capital business, including successful Delaware Supreme Court appeal.°

• Represented the Special Litigation Committee of Clovis Oncology, Inc. in connection with evaluating derivative claims relating to Clovis’s FDA reporting practices.°

• Represented LVMH Moët Hennessy-Louis Vuitton SE in litigation relating to its merger agreement with Tiffany & Co.°

• Represented a large pharmaceutical company in litigation relating to the inclusion of stockholder proposals in the company’s annual meeting materials.°

• Represented a large securities company in litigation challenging the sale of Good Technology Corp. to Blackberry Ltd.°

• Represented directors and officers of CytRx Corp. in derivative litigations challenging CytRx’s option grant practices, licensing of drug candidates, and secondary stock offerings, including successfully arguing two motions to dismiss.°

• Represented directors of New Residential Investment Group and Fortress Investment Group in obtaining the dismissal of derivative litigation challenging New Residential’s acquisition of HLSS, including a successful Delaware Supreme Court appeal.°

• Represented American Capital Ltd. and its directors and officers in litigation challenging Ares Capital Corporation’s acquisition of American Capital.°

• Represented the lead independent director of Viacom, Inc. in litigation challenging the composition of the Viacom board of directors.°

• Represented Cheniere Energy, Inc. in one of the first contested actions under Section 205 of the Delaware General Corporation Law, and related litigation surrounding the validity of stock issued under its incentive compensation plan.°

• Represented Jos. A. Bank and its directors and officers in expedited litigation relating to its receipt of a takeover proposal from The Men’s Wearhouse.°

• Represented Activision Blizzard, Inc. in class and derivative litigation challenging its repurchase of stock from Vivendi, S.A. and related transactions, including a successful Delaware Supreme Court appeal.°

• Represented J.G. Wentworth Inc., JLL Partners and affiliates in obtaining dismissal of litigation challenging obligations under a tax receivable agreement.°

• Represented Atomico Management, Ltd. in litigation against former employees relating to the misappropriation of trade secrets.°

• Represented J.C. Penney Company, Inc. in a declaratory judgment action relating to interpretation of its indentures.°

• Represented Texas death row inmate Rodney Reed pro bono in connection with actual innocence proceedings, including remand to Texas trial court and successful U.S. Supreme Court appeal regarding denial of DNA testing.°

°The above representations were handled by Ms. Martin prior to her joining Greenberg Traurig, LLP.

Recognition & Leadership

Awards & Accolades