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. Marjorie concentrates on litigation arising from mergers and acquisitions and other significant corporate events, as well as on fiduciary, governance, oversight, and appraisal claims. She has significant experience with stockholder and director demands for books and records under § 220 and other statutes.

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

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 and other commercial disputes and recently obtained summary judgment in a preferred stockholder matter.

Columbus Business First recognized Marjorie in its 2018 list of "40 under 40" honorees. She serves on the board of the Friends of the Columbus Metropolitan Library and chaired its Governance Committee. She is immediate past chair of the board of directors of VOICEcorps, which provides services to the visually impaired, and is a longtime volunteer reader.

Marjorie has served as the New Lawyers Group coordinator in the Columbus Office and currently serves on its Recruiting Committee. She teaches at The Ohio State University Moritz College of Law through its Distinguished Practitioners in Residence Program.

Experience

  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • Goodyear directors and officers win dismissal in shareholder derivative lawsuit alleging breaches of fiduciary duty in connection with alleged product defect, related product liability litigation, and regulatory inquiryJones Day successfully defended current and former directors and officers of The Goodyear Rubber & Tire Company in a shareholder derivative lawsuit.
  • FirstEnergy defends against securities suitJones Day represented FirstEnergy Corp. in a securities lawsuit in which plaintiffs alleged misstatements relating to corporate political activities and compliance.
  • 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.
  • Cintas defends securities lawsuit challenging its financial projections, statements about a recent merger, and regulatory compliance mattersJones Day is defending Cintas Corporation and certain of its officers and directors in a federal securities class action relating to statements about a recent acquisition, Cintas' financial projections, and regulatory compliance matters.
  • Chicago-based company incorporated in Delaware receives advice regarding board adoption of forum-selection bylaw provisionJones Day advises a Chicago-based company regarding amendment of the company's bylaws.
  • Leading consumer products manufacturer defends against alleged trade secret misappropriation claimJones Day represents a leading manufacturer of consumer products against claims alleging misappropriation of trade secrets under the Ohio Uniform Trade Secret Act, unjust enrichment, and conversion.
  • Packaged foods company responds to shareholder pre-suit litigation demandJones Day is assisting a packaged foods company in responding to a pre-suit demand submitted by a shareholder.
  • Global manufacturer responds to Section 220 demand to inspect books and recordsJones Day is representing a global 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.
  • NRCG obtains summary judgment on merger-related claims brought by preferred stockholder in Delaware Court of ChanceryJones Day obtained summary judgment on behalf of NRC Group Holdings Corp. and NRC Group Holdings LLC ("NRCG") on breach of contract and other claims asserted by a preferred stockholder in the Delaware Court of Chancery.
  • Packaged foods company responds to Section 220 demands for books and recordsJones Day represents a packaged foods company in responding to demands from several stockholders to inspect the company's corporate books and records pursuant to Section 220 of the Delaware General Corporation Law.
  • Diebold wins dismissal of securities complaint relating to merger with Wincor NixdorfJones Day obtained a court order dismissing the complaint in a federal securities class action against Diebold Nixdorf, Inc. and certain of its former officers and directors.
  • Manufacturer of bird food defends against putative class actionJones Day defended a manufacturer of bird food in a consolidated putative class action lawsuit alleging that the company sold bird food products that should not have been sold and seeking a refund of funds expended by consumers.
    • View All

    August 2022 Commentary

    Delaware Authorizes 102(b)(7) Exculpation of Senior Officers

    May 2022 Alert

    SEC Brings Landmark Suit Over Alleged Misrepresentations in ESG-Related Documents

    March 2022 Alert

    Delaware Court Holds That Delaware "Should Be a Pro-Sandbagging Jurisdiction"

    March 2022 Commentary

    COVID-19 and Merger Litigation: Takeaways After Two Years

    January 2022 Alert

    Delaware Redemption Actions—A New Frontier in SPAC Litigation?

    May 2021 Alert

    First Circuit Rejects "Predominantly Foreign" Exception to Morrison’s "Domestic Transactions" Test

    March 2021 Alert

    Second Circuit Requires Detailed Facts to Satisfy Morrison's "Domestic Transactions" Test

    February 2021 Commentary

    Second Circuit Broadens "Predominantly Foreign" Exception, Limiting Reach of U.S. Securities Laws

    January 2021 Commentary

    Delaware Court Ruling Raises Privilege Concerns for Communications With Outside Directors

    December 2020 Commentary

    Delaware Court of Chancery Provides First Guidance on COVID-19 Broken Deal Issues
    View All

    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

    Speaking Engagements

    • 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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