Silpa Maruri

Silpa Maruri is a founding partner of Elsberg Baker & Maruri.  

Silpa is an experienced litigator and trial lawyer who has led several teams to victory in a wide variety of disputes and trials. Most recently, Silpa obtained a significant arbitration victory in a bet-the-company dispute over an energy agreement following a nine-day hearing, garnering recognition as a “Litigator of the Week” by The American Lawyer for her performance. Although experienced in a wide array of forums, Silpa has specialized experience in the Delaware Court of Chancery, where she has litigated some of the most widely publicized disputes of the last decade, including Twitter v. Musk and In re Dell Technologies Class V Stockholders Litigation. In Dell, Silpa served as lead counsel in a class action on behalf of Dell stockholders relating to a 2018 stock-for-stock exchange, resulting in a historic settlement of $1 billion—the largest class action settlement in any state court. This record-setting win, which the Delaware Court of Chancery described as “real and unprecedented,” garnered widespread praise. Silpa has also played a key role in many of the recent COVID-19 related busted deal cases filed in the wake of the pandemic, including Snow Phipps v. KCAKE Acquisition Corp. Silpa’s recent representative matters also include several deal-related disputes regarding corporate acquisitions, several derivative lawsuits relating to shareholder claims of self-dealing, commercial contract disputes relating to investor rights, and matters involving financial fraud.

Silpa is widely recognized as a skilled advocate and litigator, which has earned her a broad array of accolades. She is one of only two lawyers in America to be recognized by The American Lawyer as a “Litigator of the Week” twice in 2022. In 2021, Law360 named Silpa a “Rising Star” in the Private Equity field. She has also been named a Leading Plaintiff’s Lawyer by Lawdragon 500 in the area of financial litigation, a Leading Plaintiff Financial Lawyer by Lawdragon, and a Recommended Lawyer for Dispute Resolution by The Legal 500.

In addition to her active trial practice, Silpa regularly publishes, speaks and appears on matters of corporate governance and Delaware law. Silpa recently appeared on a panel regarding Mergers & Acquisitions Litigation for the Practicing Law Institute, alongside the Honorable Collins J. Seitz, a Justice on the Delaware Supreme Court. In 2021, Silpa was a panelist at the prestigious Tulane Corporate Law Institute, where she appeared alongside Chancellor Kathaleen McCormick of the Delaware Court of Chancery.

Silpa received her B.A. with honors from the University of Chicago and her J.D., magna cum laude, from Cornell Law School. Prior to joining the firm, Silpa was a partner at Quinn Emanuel Urquhart & Sullivan, LLP, where she served as a co-chair of the firm’s Delaware Practice. Following law school, Silpa also served as a judicial law clerk in the Eastern District of Pennsylvania.

‍Representative Matters

• Won a landmark $1 billion settlement—the largest cash settlement in Delaware history—on behalf of a class of former minority shareholders of Dell Technologies Inc. whose shares were repurchased in a December 2018 transaction for a combination of cash and Class C Dell shares while the company was controlled by Michael Dell and Silver Lake Partners. The Complaint alleged that the transaction, as orchestrated by the company’s controller, was fair in neither dealing nor price. On the eve of trial in the Delaware Court of Chancery, we obtained the settlement, which Vice Chancellor Laster described as a “real and unprecedented result for the class.”
• Obtained historic bench trial victory for private-equity firm Snow Phipps Group in a first-of-its kind busted deal case concerning the sale of one of its portfolio companies, KCAKE, a $600 million cake-decoration company. Following a nine-day trial, the Delaware Court of Chancery ordered Kohlberg & Co. to close the acquisition, notwithstanding Kohlberg’s claims that COVID-19 excused its performance. The victory represented a precedent-setting development in M&A litigation, in which the court compelled KCAKE to complete the acquisition despite the lapse of its financing to do so.
• Represented Elon Musk in Twitter v. Musk, the headline-dominating $44 billion dispute between Musk and Twitter Inc. concerning the termination of his agreement to buy Twitter, based on claims of breach of contract and fraud. The case represented the largest busted-deal matter in recent history.
• Obtained landmark appellate victory for Express Scripts and United BioSource Corp. in an $80 million dispute concerning claims of fraudulent inducement in connection with the sale of a healthcare company to private equity firm Parthenon Capital Partners. The appellate victory established new law in Delaware concerning the scope of contractual waivers of intentional fraud in connection with M&A transactions.
• Won a complete arbitration victory for Limetree Bay Terminals in a bet-the-company contractual dispute concerning the terms of a nine-figure oil storage lease agreement. Following a nine-day hearing dominated by complex fact and expert testimony concerning technical engineering concepts, the three-arbitrator panel ruled in Limetree’s favor, ordering the adversary to specifically perform the agreement and to pay Limetree damages.
• Defended affiliates of HPS Investment Partners in ten-figure securities class action asserting claims under Section 10(b) and Section 20 of the Exchange Act and state blue sky laws. The Class Plaintiffs alleged that HPS and its board-appointee, Don Dimitrievich, committed fraud in connection with their investment in Alta Mesa Resources, an oil-and-gas SPAC venture that declared bankruptcy one year after its de-SPAC transaction.
• Defended Fang Holdings Limited, Vincent Mo, Richard Dai, and related entities in a nine-figure derivative shareholder dispute governed by Cayman Islands law regarding Fang’s delisting, its spin-off of China Index Holdings, and its subsequent take private of the same entity.
• Represented significant shareholders of the Sheehan Family Companies in a complex, nine-figure breach of fiduciary duty action concerning allegations of self-dealing in connection with management and control of the companies, as well as the administration of trusts in the names of the shareholders.
• Obtained appellate victory in the Delaware Supreme Court for the Heyman family in a contract case adverse to Ashland Inc., arising out of the $3.2 billion sale of a chemical manufacturer, International Specialty Products Inc.
• Represented $4 billion lithium-mining company in a dispute with its former CEO and Board Chairman concerning his alleged misappropriation of trade secrets and confidential information in the wake of his departure from the company.
• Obtained complete arbitration victory following five-day hearing for confidential hedge fund, in contractual dispute relating to earn-out provisions governing complex real estate transaction.
• Represented confidential technology services company in complex, eight-figure dispute concerning claims of accounting fraud and fraudulent inducement in connection with stock purchase agreement governing the acquisition of a technology services vendor from confidential private equity firm.
• Obtained motion to dismiss victory for Bill Taylor in In re Mimedx Group Inc. Securities Litigation, a class action securities litigation involving claims of channel-stuffing.
• Represented Core Litigation Trust in $240 million dispute in New York state court alleging claims of tortious interference with contract in connection with the sale of a media company to Fox, Endemol, and private equity firm Apollo Global Management. The matter settled on favorable terms.
• Obtained trial victory for Crestview Partners in connection with $500 million dispute regarding Crestview's contractual rights to exit its minority investment in Oxbow Carbon LLC. Following a contentious six-day trial, the Delaware Court of Chancery ruled in favor of Crestview, allowing the firm to compel Oxbow to complete a sale.
• Represented Forest Laboratories and Forest Pharmaceuticals in connection with multi-district products liability litigation involving claims that selective serotonin reuptake inhibitors, such as Celexa and Lexapro, caused birth defects.
• Obtained motion to dismiss victory and affirmance from the Second Circuit in Infrassure Ltd. v. First Mutual Transportation Assur. Co., a case of first impression in the reinsurance industry concerning the proper interpretation of a reinsurance certificate.
• Represented AI International Holdings (BVI), Ltd. in New York state supreme court, in connection with a dispute over loans issued to the Weinstein Group. Following the fallout ensuing at the Weinstein Group after Harvey Weinstein was accused of sexual assault in 2017, the Weinstein Group’s lenders declared a default under their loan and sought to their guarantees from Weinstein in court.
• Obtained favorable settlement for confidential hedge fund in nine-figure dispute concerning the restructuring of loans to Chilean-owned energy ventures.
• Represented Legal & General in a trademark dispute with Travelers Insurance Company. The case concerned a contractual letter agreement governing the rights to use an umbrella logo in connection with the sale of insurance services. The matter settled on favorable terms.
• Represented confidential Fortune 100 technology services company in connection with a contractual dispute relating to a long-term contract for technology-based services.
• Represented confidential foreign razor manufacturer in an arbitration concerning the scope of a release and license provided for in a settlement agreement between the parties.
• Obtained summary judgment dismissing claims of conspiracy against reinsurer National Indemnity in Ford Motor Co. v. National Indemnity (E.D. Va.), a case where plaintiff challenged a loss portfolio reinsurance structure.
• Obtained confidential victory for a reinsurer in connection with nine-figure dispute over the coverage available under a reinsurance policy that reinsured batch-insurance policies issued to an automobile manufacturer by its captive insurer.
• Represented National Union Fire Insurance Company of Pittsburgh in an insurance coverage dispute with Modern Contingent Construction Company concerning property damage arising from the infamous Big Dig tunnel ceiling collapse in July 2006.
• Represented Sandoz AG, Sandoz International GmbH, and two individuals in New York state litigation arising out of the merger of Sandoz Inc. and Oriel Therapeutics, Inc. The action, which concerned claims of fraud, was dismissed at the motion to dismiss phase.

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