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Modifying and Eliminating Fiduciary Duties in Alternative Entities -- How Far Can You Go?

Speaker(s): Elena C. Norman, John J. Paschetto, Tammy L. Mercer
Recorded on: Dec. 11, 2014
PLI Program #: 127885

Elena regularly counsels boards of directors, board committees, executives, stockholders, and in-house and outside counsel on Delaware corporate and commercial matters. She frequently represents parties to litigation, most often in the Delaware Court of Chancery, in connection with merger and acquisition transactions, going-private transactions, valuation and corporate stock appraisal, corporate governance, board composition, limited liability companies and limited partnerships, and cases involving fraud and breach of contract. Elena also litigates commercial matters in the US District and Bankruptcy Courts.

Elena often represents non-US entities in US litigation proceedings.

Before attending law school, Elena studied English Constitutional Law  and Jurisprudence as a Registered Visiting Student at Somerville College, Oxford University, and received a M.A. in Legal and Political Theory from University College London. She also worked on law reform issues as an attorney for an NGO in Moscow, Russia.


  • Chambers USA - America's Leading Lawyers for Business, Delaware Court of Chancery, 2015 – Present

Chambers USA has recognized Elena as a leading Court of Chancery litigator. According to Chambers, Elena is “adept at handling litigation associated with M&A transactions and is also known for her handling of disputes involving limited liability companies and limited partnerships.” Notably, Elena "was able to pick up the facts very quickly and provide high-level strategic advice - it was very valuable."


Elena frequently writes and speaks on Delaware corporate law and litigation, corporate governance, and cross-border legal issues. Recent speaking engagements include: Delaware Law Developments 2015: What All Business Lawyers Need To Know, Practicing Law Institute; Securities Regulation Institute (Coronado, California); the Tulane Corporate Law Institute (New Orleans, Louisiana); the Stanford Rock Center Venture- Backed Company Directors’ College (Palo Alto, California); the Weinberg Center for Corporate Governance (University of Delaware), Delaware Law Issues Update; Delaware State Bar Association, Recent Developments in Delaware Corporate Law; ABA Section of International Law (Fall Meeting, Buenos Aires, Argentina).


  • Corporate Counseling and Litigation
  • Bankruptcy and Corporate Restructuring
  • Portfolio Company Specialty Group
  • Bankruptcy Litigation
  • Intellectual Property


  • Stanford Law School, J.D., Stanford Law Review, Articles Editor
  • University of London, M.A., Legal and Political Theory
  • University of Pennsylvania, B.A., English


  • Delaware
  • New York
  • California (inactive)


  • U.S. District Court for the District of Delaware
  • U.S. Court of Appeals for the Third Circuit


  • U.S. Court of Appeals for the Fifth Circuit


Prior to joining Young Conaway in 2004, Elena practiced in the litigation group of Latham & Watkins in New York City and Tokyo, Japan.


  • American Bar Association, International Law Section
    --Co-Chair of the International M & A/Joint Venture Committee
    --Co-Chair of the ABA International Law Practice Management Forum 
  • Rodney Inn of Court, Master and Group Leader
  • Delaware State Association
  • Delaware Symphony Orchestra, Board of Directors, 2013- present
    --Chair, Governance and Nominating Committee
  • Delaware Theatre Company, Board Member, 2009-2012
  • American Bar Association, Business Law Section, Member International Bar Association, Member

John focuses on governance issues faced by Delaware corporations, limited liability companies, and limited partnerships. He also serves on the committee of the Delaware State Bar Association responsible for proposing amendments to the Delaware Revised Uniform Limited Partnership Act, the Delaware Revised Uniform Partnership Act, and the Delaware Limited Liability Company Act.  John has contributed to several books on corporate takeovers and the limitation of director liability.  He is also the editor of Young Conaway's Delaware Transactional & Corporate Law Update.

Memberships and Affiliations

  • Delaware State Bar Association, Member, 1998-present
  • American Bar Association, Member, 1995-present
  • Harvard Law School Assoc. of Delaware, Treasurer, 2000-present


  • Harvard Law School, J.D., cum laude
  • University of Delaware, M.A.
  • Rutgers University, B.A., summa cum laude

Bar Admissions

  • Delaware
  • Court Admissions
  • U.S. District Court for the District of Delaware

Tammy's practice primarily involves corporate litigation in the Delaware Court of Chancery, including disputes about mergers and acquisitions, going private transactions, proxy contests, valuation and appraisal issues, indemnification and advancement proceedings and stockholder access to books and records. She also has experience litigating disputes involving alternative entities and other business matters in the Court of Chancery, including disputes involving non-competition agreements and related trade secret claims. In addition to her litigation practice, Tammy also advises clients on matters relating to Delaware corporate law. She has appeared on public television station WHYY to discuss current Delaware corporate issues and is member of the firm's Business Development Committee.


  • Order of the Coif
  • Brenda Joan Ruggiero Memorial Scholarship, Recipient
  • Award for Excellence in Trial Advocacy, Recipient

Memberships and Affiliations

  • American Bar Association, Member
  • Rodney Inn of Court, Member
  • Delaware Office of the Child Advocate, Volunteer Attorney
  • Villanova Law Review, former staff writer and Associate Editor


  • Villanova University School of Law, J.D., summa cum laude
  • Kutztown University, B.S.

Bar Admissions

  • Delaware

Prior Employment

  • Prior to attending law school, Tammy worked as paralegal and a Risk Manager in the legal department of a large pharmaceutical company.