Rudolf Koch

Director

302.651.7721
302.498.7721 (fax)
koch@rlf.com
Rudolf Koch litigates complex corporate and commercial disputes in Delaware’s state and federal courts. Rudy’s practice focuses on stockholder class actions, derivative lawsuits, contested mergers and acquisitions, contractual disputes, appraisal actions and other statutory proceedings. He also advises general partners, corporate boards and committees with respect to governance, litigation, internal investigations and control disputes. Rudy clerked for the Honorable Maryanne Trump Barry, United States Court of Appeals for the Third Circuit, and practiced at Cravath, Swaine & Moore prior to joining the firm.
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Select Experience

  • Represented a company and its former general counsel through a successful trial in the Delaware Court of Chancery involving fiduciary duty and common law fraud claims arising out of a sale of common stock by a former officer to certain preferred investors
  • Represented a health-care services company in an appraisal proceeding where the court, after trial, found the appraised value to be approximately 15 percent less than the deal price
  • Represented an issuer in a declaratory judgment action where the Delaware Supreme Court unanimously found that, absent a contrary contractual provision, an issuer can cancel notes for zero consideration under New York law
View Experience >

Rudolf Koch litigates complex corporate and commercial disputes in Delaware’s state and federal courts. Rudy’s practice focuses on stockholder class actions, derivative lawsuits, contested mergers and acquisitions, contractual disputes, appraisal actions, and other statutory proceedings. He also advises general partners, corporate boards, and committees with respect to governance, litigation, internal investigations, and control disputes.

A frequent author, Rudy has been published in The Business Lawyer, The Review of Securities & Commodities Regulation, Insights: the Corporate and Securities Law Advisor, Business Law Today, and the Cornell Law Review. He has also lectured on corporate governance, class action settlements, and executive compensation.

Rudy clerked for the Honorable Maryanne Trump Barry, United States Court of Appeals for the Third Circuit, and practiced commercial litigation at Cravath, Swaine & Moore prior to joining the firm. In law school, Rudy was lead symposium editor of the Cornell Law Review.

Experience

  • Represented a company and its former general counsel through a successful trial in the Delaware Court of Chancery involving fiduciary duty and common law fraud claims arising out of a sale of common stock by a former officer to certain preferred investors
  • Represented a health-care services company in an appraisal proceeding where the court, after trial, found the appraised value to be approximately 15 percent less than the deal price
  • Represented an issuer in a declaratory judgment action where the Delaware Supreme Court unanimously found that, absent a contrary contractual provision, an issuer can cancel notes for zero consideration under New York law
  • Represented a large investment bank in successfully defending against a derivative lawsuit challenging the company’s worldwide compensation structure
  • Represented numerous boards, merger targets and acquirors in defending against preliminary injunction applications

Publications

  • "Delaware Insider: Executive Compensation Lessons from Freedman v. Adams," Business Law Today, March 2013   View >
  • "Section 162(m) Litigation: What We Know So Far," The Review of Securities & Commodities Regulation, November 21, 2012   View >
  • "Director Liability: From Van Gorkom to Southern Peru and Beyond," Insights, April 2012   View >
  • "The Wheels Are Falling Off the Privilege Bus: What Deal Lawyers Need to Know to Avoid the Crash," The Business Lawyer, August 2011   View >
  • "Deal Protection Devices Enforced in the Delaware Court of Chancery," Insights, March 2010   View >

Presentations

  • "Recent Developments in Delaware Corporate and LLC Law," April 3, 2014   View >
  • "Recent Developments in Delaware M&A Law," March 12, 2014   View >
  • "Executive Compensation: Strategy, Design, and Implementation," June 14, 2012   View >
  • "Delaware Corporate Law Webinar
    June 2012," June 12, 2012   View >
  • “Recent Developments in Delaware M&A Laws,” Philadelphia Bar Association, March 12, 2013

Awards

  • Super Lawyers, 2013 

Education

  • J.D., magna cum laude, Cornell Law School, Order of the Coif
  • B.S., Cornell University

Admitted to Practice

  • Delaware
  • New York
  • United States Court of Appeals Third Circuit
  • United States District Court, District of Delaware
  • United States District Court, Southern District of New York
  • United States District Court, Eastern District of New York

Clerkships

  • The Honorable Maryanne Trump Barry, United States Court of Appeals for the Third Circuit

Pro Bono Activities

  • Guardian ad Litem, Office of the Child Advocate

Experience

  • Represented a company and its former general counsel through a successful trial in the Delaware Court of Chancery involving fiduciary duty and common law fraud claims arising out of a sale of common stock by a former officer to certain preferred investors
  • Represented a health-care services company in an appraisal proceeding where the court, after trial, found the appraised value to be approximately 15 percent less than the deal price
  • Represented an issuer in a declaratory judgment action where the Delaware Supreme Court unanimously found that, absent a contrary contractual provision, an issuer can cancel notes for zero consideration under New York law
  • Represented a large investment bank in successfully defending against a derivative lawsuit challenging the company’s worldwide compensation structure
  • Represented numerous boards, merger targets and acquirors in defending against preliminary injunction applications

Clerkships

  • The Honorable Maryanne Trump Barry, United States Court of Appeals for the Third Circuit

Education

  • J.D., magna cum laude, Cornell Law School, Order of the Coif
  • B.S., Cornell University

Publications

  • "Delaware Insider: Executive Compensation Lessons from Freedman v. Adams," Business Law Today, March 2013   View >
  • "Section 162(m) Litigation: What We Know So Far," The Review of Securities & Commodities Regulation, November 21, 2012   View >
  • "Director Liability: From Van Gorkom to Southern Peru and Beyond," Insights, April 2012   View >
  • "The Wheels Are Falling Off the Privilege Bus: What Deal Lawyers Need to Know to Avoid the Crash," The Business Lawyer, August 2011   View >
  • "Deal Protection Devices Enforced in the Delaware Court of Chancery," Insights, March 2010   View >

Presentations

  • "Recent Developments in Delaware Corporate and LLC Law," April 3, 2014   View >
  • "Recent Developments in Delaware M&A Law," March 12, 2014   View >
  • "Executive Compensation: Strategy, Design, and Implementation," June 14, 2012   View >
  • "Delaware Corporate Law Webinar
    June 2012," June 12, 2012   View >
  • “Recent Developments in Delaware M&A Laws,” Philadelphia Bar Association, March 12, 2013

Awards

  • Super Lawyers, 2013