A counsel in the Litigation Department, Sabrina Hendershot has expertise in complex corporate and commercial litigation in the Delaware Court of Chancery. Her practice focuses on bet-the-company M&A litigation, corporate governance disputes, stockholder class and derivative actions, high-stakes commercial litigation, and statutory proceedings such as stockholder and director books and records disputes arising under Section 220 of the Delaware General Corporation Law (DGCL), and actions concerning the removal or election of directors or officers arising under Section 225 of the DGCL. She has represented major Delaware corporations and alternative entities, as well as their directors, officers and investors spanning the technology, private equity, financial services, telecommunications and pharmaceuticals sectors.
In addition to her significant Chancery practice, Sabrina has litigated in all of Delaware’s state and federal courts, including appeals to the Delaware Supreme Court and U.S. Court of Appeals for the Third Circuit. Sabrina also has significant corporate governance experience, having assisted boards of directors, special committees, special litigation committees and stockholder demand review committees through investigations, litigation and other business matters. Sabrina has been recognized in The Best Lawyers in America “Ones to Watch” since 2024 for her work in commercial litigation and corporate law, and was named a “Rising Star” in business litigation by Delaware Super Lawyers from 2022-2025.
Sabrina’s significant representations include:
- The Carlyle Group, its portfolio company Saama Technologies, and certain affiliated directors, officers, and entities as trial counsel in the Court of Chancery in an action involving claims for breach of an earnout provision, breach of fiduciary duty, and related claims arising out of Carlyle’s acquisition of a majority interest in Saama;
- A group of investment funds that hold notes issued by JUUL Labs through an expedited trial in the Court of Chancery in an action challenging the attempted conversion of the notes;
- Tempur Sealy International in securing a post-trial victory in the Court of Chancery against a stockholder seeking to compel books and records under DGCL Section 220;
- The Williams Companies and affiliated entities, directors, and officers, in various proceedings in the Court of Chancery and Delaware Supreme Court, including an expedited trial and appeal in an action involving the interpretation of a provision in an LLC agreement governing a member’s right to trigger a qualified IPO, and an expedited trial and appeal in an action challenging the Williams board’s adoption of a poison pill;
- The former Board of Directors of Envestnet in securing dismissal of a stockholder class action alleging claims for breach of fiduciary duty arising out of Bain Capital’s acquisition of Envestnet valued at approximately $4.5 billion;
- The Special Committee of the Board of Directors of The Trade Desk in securing dismissal of an action challenging an amendment to TTD’s certificate of incorporation that extended the duration of its dual-class structure;
- The independent directors of Uber Technologies in securing dismissal in the Court of Chancery and successfully opposing an appeal in the Delaware Supreme Court of a stockholder derivative action alleging breach of fiduciary duty arising out of Uber’s acquisition of Ottomotto;
- The former CEO and CFO of T-Mobile, Inc. in a stockholder class and derivative litigation challenging T-Mobile’s April 2020 stock-for-stock acquisition of Sprint valued at approximately $26 billion;
- General Atlantic as controlling stockholder of EngageSmart, Inc., and certain directors and officers affiliated with General Atlantic in a stockholder class action alleging breach of fiduciary and related claims in connection with Vista’s January 2024 take-private of EngageSmart valued at approximately $4 billion;
- Adam Neumann, founder of The We Company, in expedited litigation in the Court of Chancery challenging SoftBank’s termination of a $3 billion tender offer concerning The We Company;
- Atos SE, a French IT services provider, in a suit brought in the Delaware Court of Chancery against Bharat Desai, the co-founder and chairman of Syntel, asserting claims related to a fraudulent representation in the merger agreement for Atos’ $3.57 billion acquisition of Syntel;
- Diamond Offshore Drilling in an expedited action seeking to compel an annual meeting to elect directors brought under DGCL Section 211;
- Virtu Financial and its affiliates in obtaining summary judgment in the Delaware Bankruptcy Court in an adversary proceeding challenging a share repurchase program in which Virtu participated constituted a fraudulent transfer.
In 2023, Sabrina was appointed to the Delaware Supreme Court’s Board of Bar Examiners. She serves as Chair of the Board’s Testing & Administrative Accommodations Committee, and on the Board’s Management and Character & Fitness Committees. She is also a member of the Delaware State Bar Association’s Corporation Law and Women and the Law sections, and the American Bar Association’s Business Law Section and M&A subcommittee, contributing to the Annual Survey of Judicial Developments Pertaining to Mergers and Acquisitions, published in the Summer 2022 edition of The Business Lawyer. She is also an active member of the Women Chancery Lawyers group.
Before joining the firm, Sabrina was an associate in the corporate and business litigation department of a prominent Delaware law firm, where she gained extensive business litigation experience. Sabrina also gained valuable experience as a judicial law clerk and fellow to the Honorable Collins J. Seitz, Jr. of the Delaware Supreme Court and as a judicial extern to the Honorable Abigail LeGrow, then of the Delaware Court of Chancery. In law school, Sabrina served as the external managing editor of the Delaware Journal of Corporate Law.
Sabrina also has an active pro bono practice. She volunteers her time with the Office of the Child Advocate and is appointed to represent minor children as a guardian ad litem in the Delaware Family Court. She also has experience representing tenants, earning a pro bono trial victory in an expedited eviction case during the height of the pandemic.
