Carson Zhou

Partner
Delaware | New York

T: (347) 839-3449
E: czhou@kirkingram.com

Education
J.D., Harvard Law School, magna cum laude, 2015
M.A., University of British Columbia, with various distinctions, 2012
B.A., University of British Columbia, with Honors and distinctions, J.H. Stewart Reid Medalist, 2010

Clerkships:
The Honorable Chancellor Andre G. Bouchard, Delaware Court of Chancery

Bar and Court Admissions:
Delaware
New York

U.S. District Court for the District of Delaware
U.S. District Court for the Southern District of New York
U.S. District Court for the Eastern District of New York
U.S. District Court for the Eastern District of North Carolina
U.S. Court of Appeals for the Fourth Circuit
U.S. Court of Appeals for the Ninth Circuit

Selected Representative Experience

  • Representing founder of unicorn tech company in governance dispute with co-founder and board.

  • Represented shipping giant Odfjell in Delaware Chancery litigation relating to dispute with commercial partner over the governance of jointly-owned liquid bulk storage affiliate Odfjell Terminals US.

  • Represented a GoDaddy executive in connection with a special litigation committee investigation in Delaware Chancery over GoDaddy’s $850 million buyout of tax benefits in 2020.

  • Successfully resolved Delaware derivative litigation against The Boeing Company’s board of directors challenging oversight of design and development of 737 MAX aircraft.

  • Successfully resolved on behalf of Riverstone Holdings and certain affiliates M&A litigation in Delaware Chancery and federal court relating to the $6.1 billion acquisition of Pattern Energy Group by the Canada Pension Plan Investment Board in 2019.

  • Represented Goldman Sachs board of directors in derivative litigation in Delaware Chancery challenging director compensation through extensive motions practice and appeal.

  • Represented former General Growth Properties CEO in M&A litigation in Delaware Chancery relating to GGP’s $9.25 billion acquisition by an affiliate of Brookfield Properties in 2018.

  • Represented Bayer in Delaware Chancery contract dispute against Merck arising from Bayer’s $14.2 billion acquisition of Dr. Scholl’s and other assets from Merck in 2014. Successfully obtained dismissal affirmed on appeal.

  • Represented Syneos Health, certain senior executives, and its board in securities class action challenging Syneos’ $4.6 billion acquisition of inVentiv in 2017. Successfully obtained dismissal affirmed on appeal after extensive motions practice and appellate briefing.

  • Represented Sumitomo Metal Mining (Japan) and Sumitomo Corporation (Japan) in a dispute brought in New York court concerning Dutch taxes arising from South32’s (Australia) $2.2 billion acquisition of the Sumitomo entities’ interest in Sierra Gorda Copper S.C.M. (Chile) in 2022.

  • Represented Enbridge on litigation risk at the transactional stage and successfully resolved subsequent Delaware shareholder class and derivative litigation after extensive motions practice and appeal relating to Enbridge’s $13.8 billion buyouts of various master limited partnerships.

  • Successfully resolved M&A litigation in Delaware Chancery against TD Ameritrade directors relating to Charles Schwab’s $23 billion acquisition of TD Ameritrade in 2019.

  • Successfully obtained dismissal of derivative claims against Grupo México in Delaware Chancery concerning related-party transactions.

  • Successfully resolved Delaware derivative litigation against Grupo México challenging acquisition of power plants.

  • Represented LionTree in connection with M&A litigation in Delaware Chancery arising from Lions Gate’s $4.4 billion acquisition of Starz in 2017.

  • Represented Goldman Sachs, certain senior executives, and its board in derivative and securities class actions arising from the highly publicized allegations concerning embezzlement at 1Malaysia Development Berhad.

  • Advised Tishman Speyer on litigation risk and dispute resolution provisions at the transactional stage.

  • Successfully resolved corporate governance disputes for various Fortune 500 companies without litigation or public disclosure.

Carson represents entities, founders, boards, board committees, and individual directors and officers in high-stakes corporate governance and M&A disputes in the Delaware Court of Chancery and elsewhere, as well as a wide variety of complex commercial and securities litigation in state and federal courts.  Carson also advises clients on litigation risk at the transactional stage.  

Clients trust Carson to deliver practical legal advice that prioritizes business and strategic realities. As lead counsel, Carson has successfully resolved numerous disputes, whether in court or through settlement, involving deals worth many billions of dollars.

Carson clerked for the Honorable Andre G. Bouchard, Chancellor of the Delaware Court of Chancery, after which he practiced for many years at the New York office of Sullivan & Cromwell, LLP.  Carson was then a Partner at Young Conaway Stargatt & Taylor, LLP before opening Kirk & Ingram’s Delaware practice.

Carson is a regular contributor to corporate law scholarship.  He has published several academic articles on law and has guest-lectured at Harvard Law School. Carson’s corporate law scholarship has been referenced in many published and unpublished decisions of the Delaware Court of Chancery, as well as by the Delaware Supreme Court, the United States Court of Appeals for the Second Circuit, and other courts.