Cynthia Calder is of counsel at Grant & Eisenhofer. She concentrates her practice in the areas of corporate governance and securities litigation. She has represented shareholders in such seminal cases in the Delaware Court of Chancery as UniSuper Ltd. v. News Corp., vindicating the shareholders’ right to vote; Carmody v. Toll Brothers, finding the dead-hand poison pill defensive measure was illegal under Delaware law; Jackson National Life Insurance Co. v. Kennedy, breaking new ground in the interpretation of fiduciary duties owed to preferred shareholders; Haft v. Dart Group Corp., resolving a contest for control of a significant public corporation; and Paramount Communications Inc. v. QVC Network, obtaining an injunction preventing the closing of a merger to force the board of directors to appropriately consider a competing bid for the corporation. More recently, Ms. Calder prosecuted a derivative suit on behalf of American International Group, Inc. shareholders against the company’s former CEO, Maurice Greenberg, and other former AIG executives. The action concluded for a settlement of $115 million – one of the largest settlements in the history of the Delaware Court of Chancery. Ms. Calder was also the Court-appointed representative on the shareholder counsel’s committee in the UnitedHealth Group derivative litigation, which was settled for more than $900 million – the largest known derivative settlement in any court system. Ms. Calder also prosecuted a shareholder class action, In re ACS Shareholder Litigation, which resulted in one of the largest class recoveries in the history of the Delaware Court of Chancery.
Ms. Calder has co-authored numerous articles on corporate governance and securities litigation, including “Options Backdating from the Shareholders’ Perspective” Wall Street Lawyer, Vol. 11, No. 3; “Securities Litigation Against Third Parties: Pre-Central Bank Aiders and Abettors Become Targeted Primary Defendants” Securities Reform Act Litigation Reporter, Vol. 16, No. 2; and “Pleading Scienter After Enron: Has the World Really Changed?” Securities Regulation & Law, Vol. 35, No. 45.
Ms. Calder graduated cum laude from the University of Delaware in 1987 and graduated from the Villanova University School of Law in 1991. Upon graduating from law school, Ms. Calder served as a judicial law clerk in the Delaware Court of Chancery to the Hon. Maurice A. Hartnett, III. Prior to joining Grant & Eisenhofer, Ms. Calder was an associate at Blank, Rome, Comisky & McCauley.