Karen Clarke

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Karen E. Clarke is a senior associate in the Litigation Department.

Karen has more than 20 years of experience representing public and private corporations, banks, and officers and directors in a variety of commercial litigation and arbitration matters. She has litigated in state and federal courts in New York, New Jersey, Delaware, and Florida, as well as in FINRA and other arbitral forums. Karen's practice includes shareholder litigation, SEC and receivership litigation, consumer actions, contract and executive compensation disputes, business torts, law firm defense, and trust and estate litigation. Karen also assists companies with internal investigations and responses to SEC and FINRA investigations and enforcement matters.

Latest Articles

As previously reported, in NAF Holdings, LLC v. Li & Fung (Trading) Limited, 772 F.3d 740 (2d Cir. 2014), the Second Circuit certified to the Delaware Supreme Court an unusual question regarding whether the direct vs. derivative test for stockholder claims would bar a direct breach of contract claim by a parent corporation whose subsidiary was injured. The Delaware Supreme Court has now given its answer: the direct vs. derivative analysis for fiduciary breach…
In NAF Holdings, LLC v. Li & Fung (Trading) Limited, 2014 WL 6462825 (2d Cir. Nov. 19, 2014), the Second Circuit considered, but did not decide, whether the usual direct/derivative analysis governing minority stockholder claims against corporate fiduciaries should also apply to bar a contract claim against an unaffiliated outsider.  Finding itself unable to resolve this issue of first impression under applicable Delaware law, the Second Circuit certified the question to the Delaware Supreme Court. This unusual…