Oderah C. Nwaeze is a litigator, who focuses on complex corporate and commercial matters. Mr. Nwaeze’s experience consists of corporate governance actions; statutory actions arising under Delaware General Corporation Law; state and federal class actions (including matters involving state and federal securities laws, statutory and common law fraud, and breaches of fiduciary duty); and breach of contract disputes. Mr. Nwaeze also regularly works with the professionals in Duane Morris’ Intellectual Property practice group to represent clients in patent and copyright litigation in the United States District Court for the District of Delaware.
Mr. Nwaeze also has experience representing financial institutions, and in the summer of 2018, he completed a secondment with TD Bank, N.A., where he gained additional insight into the legal and practical concerns of financial institutions through his work with the bank’s retail functions.
Although his primary office is located in Wilmington, Delaware, Mr. Nwaeze is admitted to practice in Pennsylvania and often handles matters in the Commonwealth. Mr. Nwaeze sits on the Philadelphia office’s Inclusion Committee and is on the firm-wide Associates Committee. He also serves on the Compliance Committee of the Board of Trustees for Bancroft, a nonprofit provider of specialized services for individuals with brain injuries, autism, and intellectual disabilities. In March 2019, Oderah was appointed to the Board of Directors for Campus Philly, an organization dedicated to fueling economic growth in Philadelphia by encouraging college students to study, explore, live and work in the Greater Philadelphia tri-state region.
Mr. Nwaeze is a 2011 graduate of Emory University School of Law, where he was inducted into the Order of Emory Advocates, a member of Emory Mock Trial Society, president of the Student/Alumni Association, and served on the Emory Law Honor Court. In 2008, he graduated from Wake Forest University, where he was a member of the Track & Field team and a recipient of the Joseph G. Gordon Scholarship Merit Scholarship.
Areas of Practice
- Commercial Litigation
- Corporate Governance
- Securities Litigation
- Represented a radio broadcasting company in securing the dismissal of allegations that the company breached the asset purchase agreement governing the sale of certain radio facility assets that it owned.
- Represented public corporation in an action brought by an activist stockholder, who alleged that the corporation violated its bylaws when it rejected the plaintiff’s director nominations as late.
- Represented a national designer and manufacturer of fragrances and its President in securing the dismissal of a stockholder’s claims that the company and its President breached their fiduciary duties by mismanaging the company, excessively compensating individuals connected to the President, and hiring unqualified or otherwise inappropriate candidates.
- Represented an energy investor in resolving in a way the client found favorable an action against its business partner for breaching the parties’ cooperation agreement by failing to timely produce the technology for wirelessly charging batteries for transit buses.
- Represented TD Bank, N.A., as well as other banking clients, in actions based on allegations of fraud, breaches of corporate or personal account agreements.
- Represented a corporate client in obtaining a temporary restraining order and preliminary injunction from the Delaware Court of Chancery against former employees, who allegedly breached the non-compete and non-solicit provisions in their employment agreements.
- Represented a cosmetology school in the successful resolution (without prosecution) of an investigation conducted by the State of Delaware with respect to whether the school fraudulently induced students to enroll.
- Represented a company that produces frac sand for use in the oil industry against allegations that the company breached the terms of a purchase and sale agreement, and obtained a favorable settlement on behalf of the company.
- Represented the managing member of a Delaware LLC in obtaining declaratory judgment that he did not breach his contractual or fiduciary duties with respect to a failed residential development in New York City.
- Represented a tech startup to resolve claims that its founders, former employees of the plaintiff, stole the idea and technology for the startup’s most valuable application.
- Represented members of a Delaware LLC in petitioning the Delaware Court of Chancery to dissolve the LLC.
- Represented a UK-based, closed-end investment company in obtaining books and records under DGCL § 220 from a Delaware corporation.
- Represented a French-based utility company to successfully settle a breach of contract action stemming from the client’s sale of its subsidiary without disclosing a substantial subcontract between the subsidiary and the client’s affiliate.
- Represented a nationwide truck leasing company to settle a former business partner’s claim that the client breached a software development contract.
- Represented a software firm, specializing in data aggregation, and its board with respect to direct and derivative claims asserting that the board breached its fiduciary duties in connection with allegedly self-interested transactions. The Court of Chancery dismissed a majority of the claims.
- Represented the trustees of a series of family trusts to resolve allegations that the trustees breached their fiduciary duties to the trusts and their beneficiaries.
- Represented a for-profit educational company in obtaining a TRO in order to prevent the seller of a post-secondary institution from breaching its contractual obligation to sell its business.
- Represented TD Bank, N.A., as well as other banking clients, in actions based on purported violations of the Fair Credit Reporting Act and other federal statutes.
- Represented a cellular services provider in the successful resolution of allegations that it breached its account agreements with its clients and fraudulently marketed its cell phones and service packages.
- Represented a therapy management company to successfully settle breach of contract claims, in the District of Delaware, emanating from the client’s purchase of the plaintiff’s health services business.
- Represented holders of valid copyrights in resolving infringement actions before the United States District Court for the District of Delaware.
- Recovered over $90 million for a pension fund in the Netherlands in connection with allegations that several large financial institutions used offering documents bearing false and misleading information to induce the pension fund to purchase inaccurately rated Residential Mortgage-Backed Securities.
- Represented a consulting company before the Eastern District of Pennsylvania in defeating a competitor’s effort to enjoin the company from hiring the competitor’s former employees.
- Represented an internet marketing company, before the Eastern District of Pennsylvania, in obtaining a favorable settlement from a business partner that allegedly breached the parties’ exclusive licensing agreement, including certain restrictive covenants, stole trade secrets and confidential information, and violated Section 43 of the Lanham Act.
- Represented a national retail chain in securing the dismissal of a class action, filed in the Western District of Pennsylvania, asserting violations of the Fair Credit Reporting Act.
- Obtained summary judgment in favor of a national pharmacy chain in a class action, filed in the Eastern District of Pennsylvania, which asserts violations of the Fair Credit Reporting Act.
- Represented candidates for Delaware County Council at a bench trial concerning alleged deficiencies in the candidates’ ballot nomination petitions and errors in the filing of those petitions.
- Representing veterans of the United States Armed Forces in appeals of the Department of Veterans Affairs’ decisions regarding their entitlement to compensation for service-connected injuries.
- Represented nonprofits to successfully incorporate under the laws of the Commonwealth of Pennsylvania, as well as their applications for tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.
- Representing permanent residents of the United States of America in their applications to obtain citizenship.
Delaware State Court Cases
District of Delaware Cases
Non-Delaware, Federal Cases:
Pro Bono Matters
- U.S. District Court for the District of Delaware
- U.S. District Court for the Eastern District of Pennsylvania
- U.S. Court of Appeals for the Third Circuit
- Emory University School of Law, J.D., 2011
- Order of Emory Advocates
- Emory Law Honor Court
- Wake Forest University, B.A., 2008
- Joseph G. Gordon Merit Scholarship
Duane Morris LLP
- Associate, 2014-present
- Secondee with TD Bank, N.A., June - September 2018
- Graduate, International Association of Defense Counsel (IADC) Trial Academy, Stanford Law School, 2017
- Fellow, Leadership Council on Legal Diversity, 2018-2019
- Grant & Eisenhofer P.A.
- Associate, 2011-2014
Delaware Barristers Association
- President, 2019-present
- Vice President, 2017-2019
- Delaware State Bar Association
Richard S. Rodney, Litigation Inn of Court
American Bar Association
- ABA Young Lawyers Division, Associate Editor of the TYL Editorial Board (2018-present)
- Instructor, Kessler-Eidson Program for Trial Techniques, Emory University School of Law, Atlanta, GA (2015)
National Center for State Courts
- Co-chair, Young Lawyers Committee (2014 – 2016)
Civic and Charitable Activities
Member, Wake Forest University Alumni Council, 2019-present
Alumni Advisory Board Member, Emory Law School BLSA, 2019-present
Member, Board of Directors of Mother Teresa House Inc., 2019-present
Member, Board of Directors of Campus Philly, 2019-present
Member, Compliance Committee of Bancroft’s Board of Trustees, 2017-present
- Mentor, Philadelphia Futures: Sponsor-a-Scholar Program
- Mentor, Leadership Council on Legal Diversity
Author, "Chancery Declines to Stay Action in Derivative Lawsuit Involving Special Litigation Committee," Delaware Business Court Insider
Co-author, "Missing an Opportunity to Protect Patients and Save Dollars," American Constitution Society
Co-author, "Congress’s Failure to Regulate Political Trading is Going Unnoticed," American Association for Justice
Author, "Citing 'Issue Preclusion,' the Delaware Court of Chancery Denies Advancement to a Company's Vice President," Duane Morris Delaware Business Law Blog
Author, "Against the Backdrop of President-Elect Trump’s Carrier Deal: The Breach of Fiduciary Duty Exposure Caused by Directing a Subsidiary to Undertake a Transaction for the Parent Company’s Benefit," Emory Corporate Governance and Accountability Review.
Co-author, "Does Delaware law support reverse veil-piercing? The Fourth Circuit says: YES!," Duane Morris Delaware Business Law Blog.
Co-author, "Delaware’s War Against the 'Boilerplate [Objection] Plague' Goes National," Duane Morris Delaware Business Law Blog.
Co-author, "You Better Answer Me! What to do When Facing a Partial Motion to Dismiss," Duane Morris Delaware Business Law Blog.
Selected Speaking Engagements
Speaker, "First Party and Third-Party Indemnification," Advanced Contract Clauses: Avoiding Boilerplate, Pennsylvania Bar Institute, Philadelphia, July 18, 2019
Moderator, Delaware Summer Judicial Panel, featuring Third Circuit and Delaware Judges, July 12, 2018.
"Why Delaware? Here’s Why: Exploring Delaware’s Preeminent Legal Landscape," Bryn Mawr Trust Co., Seminar Series, March 2, 2017