Marjorie P.Duffy

Partner

Columbus + 1.614.281.3655

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Marjorie Duffy represents corporations, directors, and officers in securities, shareholder, and derivative litigation in federal and state courts across the country, including in the Delaware Court of Chancery. She concentrates on litigation arising from significant corporate events, as well as on fiduciary, Caremark oversight, M&A, governance, and appraisal claims.

Marjorie's representative litigation success includes obtaining dismissals of securities class actions under the Private Securities Litigation Reform Act (PSLRA) and of shareholder derivative and class actions. She successfully has litigated M&A disputes, including those involving actual or alleged controlling stockholders, as well as other commercial and contractual claims. She has extensive experience with stockholder and director demands for books and records under Delaware's General Corporation Law (DGCL) Section 220 and other statutes. Named by BTI Consulting as a "Client Service All-Star," Marjorie also regularly advises boards, committees, and senior management regarding corporate governance matters and mergers and acquisitions.

In 2019, Law360 selected Marjorie as one of the top six securities litigators in the country under 40 years old. Before joining Jones Day in 2008, she was a law clerk to the Chancellor of the Delaware Court of Chancery, and she is admitted in New York and Ohio.

Marjorie teaches at The Ohio State University Moritz College of Law through its Distinguished Practitioners in Residence Program. She is active in the community, having served on the boards of several nonprofits, and was recognized by Columbus Business First in its 2018 list of "40 under 40" honorees.

Experience

  • GrafTech directors win dismissal of claims challenging share buyback transaction with its controlling stockholderJones Day successfully defended directors of GrafTech International, Ltd. in shareholder derivative litigation challenging GrafTech's $250 million buyback of stock from its then-controlling stockholder.
  • Affiliate of KKR and its board designee obtain dismissal of fiduciary-duty claims in shareholder derivative suit arising from private placement transactionJones Day obtained dismissal of claims asserted against KKR Phorm Investors L.P. and its board designee in shareholder derivative litigation challenging a private placement transaction.
  • Conagra wins affirmance of dismissal of securities class action in the Seventh CircuitIn May 2022, the U.S. Court of Appeals for the Seventh Circuit affirmed the dismissal of a securities class action brought against Jones Day client Conagra Brands, Inc.
  • CD&R and its two director-designees defend against claims in post-closing shareholder merger litigationJones Day represents Clayton, Dubilier & Rice, LLC and two of its designees to the board of directors of Covetrus, Inc. in a post-closing shareholder challenge to the approximately $4 billion acquisition of Covetrus by funds affiliated with CD&R and another third party.
  • GrafTech and its senior leaders defend securities class action alleging misstatements relating to plant shutdown in MexicoJones Day is defending GrafTech and its senior leaders in a securities class action alleging misstatements about the temporary shutdown of a key manufacturing facility in Mexico.
  • Large energy company defends against claims for breaches of fiduciary duty and unjust enrichment relating to acquisitionJones Day represents a large energy company and certain of its subsidiaries in a shareholder derivative action arising from the acquisition of the commercial and industrial solar business from a residential solar company.
  • Hydroponic gardening company obtains favorable resolution of its claims against seller for breaches of asset purchase agreementJones Day obtained resolution of claims by a leading indoor and hydroponic gardening company arising from its purchase of certain assets pursuant to an asset purchase agreement.
  • Leading manufacturer of consumer products obtains affirmance of summary judgment in its favor against claims alleging misappropriation of trade secrets under Ohio Uniform Trade Secret Act, unjust enrichment, and conversionIn October 2022, an Ohio court of appeals affirmed summary judgment in favor of Jones Day's client, a leading distributor of consumer lawn and garden products.
  • FirstEnergy officers and directors successfully resolve multiple shareholder derivative lawsuits in state and federal courtsJones Day represented certain current and former officers and directors of FirstEnergy Corp. and successfully resolved multiple shareholder derivative lawsuits in state and federal courts arising from certain corporate political activities.
  • FirstEnergy reaches agreement to resolve Department of Justice investigationJones Day represented FirstEnergy Corp., an Akron, Ohio-based public utility holding company, in connection with negotiating a Deferred Prosecution Agreement ("DPA") with the DOJ to resolve the DOJ's investigation into FirstEnergy.
  • AeroGrow defends against litigation arising from its acquisition by its majority stockholderJones Day is representing AeroGrow International, Inc., its directors, and its majority stockholder and corporate affiliates in a putative stockholder class action arising from AeroGrow's acquisition by its majority stockholder.
  • Ohio corporation obtains dismissal of shareholder lawsuits seeking inspection of books and records under Ohio statutory and common lawJones Day's client, FirstEnergy Corp., secured dismissal of lawsuits by beneficial shareholders seeking to inspect corporate books and records.
  • Biotechnology company defends against expedited statutory claim by director seeking inspection of corporate books and recordsJones Day represented a clinical-stage biotechnology company in expedited statutory proceedings.
  • FirstEnergy officers and directors defend against claims in securities class action and related opt-out casesJones Day defends certain current and former officers and directors of FirstEnergy Corp. in a securities class action and two related opt-out actions.
  • Leading manufacturer responds to Section 220 demand to inspect books and recordsJones Day represents a leading manufacturer in response to a demand from a stockholder to inspect the company's corporate books and records pursuant to Section 220 of the Delaware General Corporation Law.
  • Ferro Corporation sells its global Tile Coatings Business to Lone Star Funds for $460 millionJones Day advised Ferro Corporation, a leading global supplier of technology-based performance materials, in the sale of its global Tile Coatings Business to Pigments Spain, S.L., a portfolio company of Lone Star Funds, for $460 million in cash, with potential earnout payments of up to $32 million in cash based on the performance of the business pre-closing, subject to customary adjustments.
  • AbbVie acquires Mitokinin, Inc.Jones Day advised AbbVie Inc. in its exclusive right to acquire Mitokinin, Inc., a biotechnology company developing PINK1-targeted therapeutics for the treatment of neurodegenerative diseases, following completion of IND enabling studies on Mitokinin's lead PINK1 compound.
  • Altabancorp merges with Glacier BancorpJones Day represented Altabancorp, the bank holding company for Altabank, in connection with its stock-for-stock merger with Glacier Bancorp, Inc., the bank holding company for Glacier Bank.
  • Spark Networks obtains chapter 15 recognition of first-ever cross-border restructuring under German StaRUGJones Day represented Spark Networks SE in the first-ever cross-border restructuring under the recently enacted German restructuring law ("StaRUG") and chapter 15 of the U.S. Bankruptcy Code involving over $100 million of funded debt issued by a U.S.-based credit fund and guaranteed by other German and U.S. entities.
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    January 23 - December 10, 2024 Firm Hosted

    2024 Public Company Speaker Series

    April 2024 Commentary

    Match.com's Divorce: Delaware Supreme Court Decides Standard of Review for Controlling Stockholder Transactions

    APRIL 2024 Commentary

    Second Circuit Rules U.S. Securities Laws Reach Certain Digital Asset Transactions

    March 2024 Alert

    SEC Finalizes Climate Disclosure Rules

    February 2024 White Paper

    2023 Securities Litigation Year in Review

    January 17 - December 12, 2023 Firm Hosted

    Public Company Speaker Series

    NOVEMBER 2023 Commentary

    Navigating Indemnity Disputes in an Ever-Changing Legal Environment

    September 2023 Alert

    Court Grants Starbucks Corporation's Motion to Dismiss Advocacy Group's Complaint Targeting DEI Initiatives

    AUGUST 2023 Commentary

    Delaware Chancery Requires Supplemental Disclosures Be "Material" for Mootness Fee Awards

    May 2023 Commentary

    SPAC Litigation: A Review of Recent Developments
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    Additional Publications

    • 2021
      Federal Forum Provisions for Ohio Corporations, 49 Cap. U. L. Rev. 255 (2021)
    • October-December 2019
      U.S. Securities Class Actions (Mini-Roundtable), Corporate Disputes

    January 23 - December 10, 2024 Firm Hosted

    2024 Public Company Speaker Series

    January 17 - December 12, 2023 Firm Hosted

    Public Company Speaker Series

    June 21, 2023 Speaking Engagements

    PLI's Internal Investigations 2023

    Additional Speaking Engagements

    • July 25, 2024
      Recent SCOTUS Ruling and Delaware Developments: What Do They Mean for Public Companies? Jones Day Public Company Speaker Series
    • June 2024
      Internal Investigations 2024, Practicing Law Institute (PLI)
    • May 3, 2024
      What Your Board Needs to Know About Compliance, SCCE (Society of Corporate Compliance and Ethics) Regional Compliance & Ethics Conference
    • April 18, 2024
      Recent Trends in ESG Litigation and Enforcement, Jones Day CLE Academy
    • April 9, 2024
      Securities and Corporate Governance Litigation Update, Jones Day Public Company Speaker Series
    • Spring 2024
      Stockholder Litigation, Distinguished Practitioners in Residence Program, The Ohio State University Moritz College of Law
    • February 2, 2024
      Mergers & Acquisitions 2024: Advanced Trends and Developments - Delaware Litigation Developments, Practicing Law Institute (PLI)
    • November 14, 2023
      Recent Developments in Securities Litigation and Delaware Corporate Law, Jones Day Public Company Speaker Series
    • November 2 & 30, 2023
      An Update on Corporate Case Law - and What It Means for You, Jones Day CLE Academy
    • June 27, 2023
      Delaware Annual Litigation Update
    • June 21, 2023
      Internal Investigations 2023, Practicing Law Institute (PLI)
    • December 1, 2022
      Trends in Securities and Shareholder Litigation - and a Look at What's Ahead, Jones Day 2022 CLE Academy
    • Fall 2022
      Stockholder Litigation, Distinguished Practitioners in Residence Program, The Ohio State University Moritz College of Law
    • October 27, 2022
      Deal Case Update, Jones Day CLE Academy
    • October 12, 2022
      Internal Investigations 2022, Practicing Law Institute (PLI)
    • August 3, 2022
      Delaware Litigation Update: What You Need to Know
    • July 12, 2022
      Answers to Post-Dobbs Questions Facing Boards, Health Plan Administrators, HR Departments, and Legal Teams
    • March 3, 2022
      Shareholder Litigation and Director Oversight: What You and Your Board Needs to Know, Jones Day 2022 CLE Academy
    • Fall 2021
      Stockholder Litigation, Distinguished Practitioners in Residence Program, The Ohio State University Moritz College of Law
    • September 14, 2021
      Shareholder Activism: The Current State of Play and Where It's Headed
    • June 2, 2021
      What Lawyers Need to Know About What Employees, Consumers, and Shareholders May Be Thinking About Diversity
    • November 20, 2020
      Shareholder and Other High-Stakes Litigation - Practical Takeaways for Boards, The Society for Corporate Governance, Ohio Chapter
    • November 17, 2020
      When Deals Are at Risk: Recent M&A Litigation and Disputes, Jones Day CLE Academy
    • May 27, 2020
      Recent Securities-Related Developments in Cyber and Data Privacy, Dallas Bar Association - Securities Section
    • March 12, 2020
      Latest Developments in Shareholder Demands for Books and Records
    • March 11, 2019
      Inspection Demands in the Digital Age: (e)Books and (e)Records
    • December 4, 2018
      Developments in Securities and Shareholder Litigation, Jones Day CLE Academy
    • August 28, 2018
      Insider Trading and Regulation FD - Legal Update, Jones Day CLE Speaker Series
    • November 28, 2017
      Directors and Officers in the Crosshairs: Trends in Securities and Shareholder Litigation, Jones Day CLE Academy
    • December 8, 2015
      Developments in Securities and Shareholder Litigation, Jones Day CLE Academy
    • March 8-10, 2013
      Fiduciary Responsibility course, Distinguished Practitioners in Residence Program in Business Law at The Ohio State University Moritz College of Law, co-teaching with the former Chancellor of the Delaware Court of Chancery

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