Courtney Worcester
617.305.2016
Overview
Courtney Worcester is a trial attorney in Holland & Knight's Boston office. Ms. Worcester focuses her practice on complex commercial litigation involving corporations, limited liability companies (LLCs), venture capital and private equity firms, and financial institutions and their directors and officers.
Ms. Worcester regularly counsels boards, individual directors and officers on a wide variety of corporate governance matters, including books and records demands, removal or election of directors, board committee investigations and reports. In addition, she represents clients in federal securities and shareholder litigation matters, including federal securities and consumer class actions, stockholder derivative litigations, as well as in disputes between co-founders. Ms. Worcester is also experienced in diverse commercial litigation matters, ranging from contractual disputes to the protection of trade secrets, unfair competition and other business torts.
In addition to her legal practice, Ms. Worcester is a member of the recruiting committee for Holland & Knight's Boston office.
After law school, she clerked for the Honorable W. Stephen Thayer III and the Honorable Linda S. Dalianis of the New Hampshire Supreme Court. During law school, Ms. Worcester served as the administrative editor for the Boston University Law Review and was a member of the national moot court team.
Representative Experience
- Obtained a permanent injunction after expedited trial alleging copyright violations and conversion
- Represented a national retailer in litigation involving misappropriation of trade secrets and breach of noncompetition agreements
- Represented a publicly traded, development-stage biopharmaceutical firm in defense of action brought by a competitor asserting purported misappropriation of trade secrets and other business torts
- Obtained a dismissal of breach of fiduciary duty claims and deceptive business practices against an investment advisor, as well as affirmance of that dismissal in the Appellate Division of the New York Supreme Court
- Defended a national bank against several class actions asserting violations of various states' consumer protection acts and the Truth in Lending Act (TILA)
- Represented a consumer product manufacturer in a consumer protection and breach of warranty class action
- Successfully defended a company and individuals against imposition of temporary restraining order to prohibit use of company's domain name
- Represented a director of a privately held Delaware corporation in Section 225 action to determine composition of board of directors
- Represented private company in Section 220 action brought by former founder
- Represented an audit committee of a publicly traded company in investigation and resolution of whistleblower claims asserted by in-house counsel
- Represented series of related privately held Massachusetts limited liability companies (LLCs) and founder against direct and derivative claims resulting from failed partnership, including successfully defeating preliminary injunction
- Represented a demand review committee of a privately held Massachusetts company to assess breach of fiduciary duty allegations asserted by minority stockholders
- Defended a member of a Delaware LLC against allegations of breach of fiduciary duty and dissolution and prosecuted counterclaims seeking to force sale of shares of the LLC
- Represented a special litigation committee of board of directors of a publicly traded wireless telecommunications firm in an investigation of historical stock option-granting practices and responses to stockholder demands, and obtained dismissal of federal and state court derivative litigation asserting state law claims for breach of fiduciary duty and federal securities claims
- Represented a chief operating officer (COO) of a public company against revenue recognition claims in securities class action, U.S. Securities and Exchange Commission (SEC) and criminal investigations
- Obtained dismissal with prejudice from the Delaware Court of Chancery of aiding and abetting breach of fiduciary claim in a putative class action complaint alleging that a venture capital firm improperly tainted the sale process of public oncology company because it was driven by its own unique liquidity needs
- Demurrer granted without leave to amend breach of contract and breach of fiduciary duty claims brought by a creditor trust against former, pre-bankruptcy senior officers and directors of a venture capital portfolio company alleging that defendants improperly relied upon a faulty business plan and failed to file for bankruptcy at an earlier time that would have preserved assets for the benefit of creditors
- Obtained affirmance from the Maine Supreme Judicial Court after argument via Zoom of the Maine Business and Consumer Court's dismissal of fiduciary duty-related claims against venture capital firm
- Represented former officers and directors of a venture-backed company in adversary proceeding brought by a litigation trust in Texas bankruptcy proceeding based on, among other things, breach of fiduciary duty alleged to have occurred prior to sale of company to a third party and company's later filing for bankruptcy protection
- Obtained dismissal with prejudice of Section 1983 and 1985 claims against venture capital firm in connection with armed protests
- Represented venture capital entities that were controlling stockholders against direct and derivative claims related to a preferred stock financing and subsequent warrant sale
- Obtained a defense verdict after trial in the Delaware Court of Chancery for a leading venture capital firm in action asserting purported breach of fiduciary duty and fraud claims in connection with the purchase of stock from former portfolio company founders upon the exercise of contractual rights of first refusal
- Represented general partners of venture capital funds, as directors of venture-backed incubator, in obtaining dismissal of action brought by former preferred stockholder asserting purported breach of fiduciary duty claims in connection with corporate dissolution and winding up
- Represented venture capital funds, as majority stockholders, in privately held military electronics firm, in obtaining, after trial, a defense verdict, in action by minority stockholders asserting purported breach of fiduciary duty claims against directors and majority stockholders in connection with stock repurchase and recapitalization
- Successfully represented several organizations in the appeal of the denial of a permit to install a high-voltage transmission lines (HVTL) corridor in New Hampshire
- Obtained a reversal of convictions of larceny and assault by means of a dangerous weapon based upon ineffective assistance of counsel
- Obtained a reversal of conviction of possession of stolen vehicle for insufficient evidence
Credentials
Education
- Boston University School of Law, J.D., cum laude
- Bowdoin College, A.B., cum laude
Bar Admissions/Licenses
- Maine
- Massachusetts
- New Hampshire
Court Admissions
- U.S. District Court for the District of Massachusetts
- U.S. District Court for the District of Maine
- U.S. District Court for the District of New Hampshire
- U.S. Court of Appeals for the First Circuit
- U.S. Court of Appeals for the Ninth Circuit
Memberships
- Gift of Adoption Fund, Massachusetts Chapter Board, 2022
- National Association of Women Lawyers (NAWL), Board of Directors; Editorial Board Member, Women Lawyers Journal, 2020-Present; Co-Executive Editor, Women Lawyers Journal, 2021
- USA 500 Club, 2020-Present
- Law360 Private Equity Editorial Board, 2021
- City Year, Women's Leadership Network, 2021; College & Career Fair Volunteer, 2021; Mentor, 2021; 18 Minute Networking Circle, 2021; Women's Leadership Breakfast Committee Member, 2020
Honors & Awards
- Greater Boston Chamber of Commerce, Women's Leadership Program, 2022
- Top Women of Law, Massachusetts Lawyers Weekly, 2021
- Rising Star, Massachusetts Super Lawyer magazine, 2007-2015
