Charlotte K. Newell

CHARLOTTE NEWELL focuses her practice on the representation of companies, boards of directors, and senior management in litigation concerning mergers and acquisitions, shareholder activism, corporate governance disputes, and class and derivative actions alleging breaches of fiduciary duty. She regularly collaborates with members of the firm’s activism and corporate defense, investment funds, M&A, and private equity teams, and counsels boards of directors on a variety of corporate governance and litigation issues. 

“Charlotte is whip smart, writes beautifully and has superb judgment.”
Chambers USA 2025

“Charlotte has a great knowledge base and a deep understanding of the Bar.”
Chambers USA 2025

Charlotte is a frequent speaker at conferences and panels focused on M&A, shareholder activism, and corporate governance matters, is a regular author on such matters, and has taught classes on M&A litigation at the University of Pennsylvania Law School and the New York University School of Law. She is also a senior editor of Sidley’s Enhanced Scrutiny blog, providing updates on M&A and corporate governance matters. Charlotte has also been admitted as a fellow of the American Bar Foundation.

Charlotte received her B.A. from the Schreyer Honors College at The Pennsylvania State University and her J.D. magna cum laude from the University of Pennsylvania, where she was an associate editor for the Journal of Business Law and received the Oscar Bregman Prize for Excellence in the Field of Business Law. After law school, Charlotte was a law clerk for the Honorable J. Travis Laster, Vice Chancellor of the Delaware Court of Chancery.

Charlotte’s recent experience includes representation of:

• Nordstrom, Inc. and its independent directors in litigation concerning the company’s US$6.25 billion take-private merger, including defeating a requested preliminary injunction.
• Texas Pacific Land Corp. in obtaining a complete trial victory in expedited proceedings in the Delaware Court of Chancery concerning activist stockholders’ breaches of a voting commitment and standstill in a stockholders’ agreement, followed by an affirmance on appeal to the Delaware Supreme Court.
• Leo Investments, an indirect subsidiary of a PRC public company, in litigation relating to its investment in a private fund invested exclusively in the common stock of SpaceX. The matter culminated in a three-day trial in the Delaware Court of Chancery; the decision is pending.
• Fujifilm Holdings Corp. in successfully appealing preliminary injunction orders previously entered in connection with a merger transaction with Xerox Corp. and prosecuting a lawsuit against Xerox seeking more than US$1 billion for breaching its obligations in connection with that transaction.
• CytoDyn Inc. and its directors in obtaining a complete defense judgment after an expedited trial in the Delaware Court of Chancery in a case of first impression in Delaware arising from the directors’ rejection of a nomination of potential directors for failure to provide information required by the company’s advance notice bylaw.
• RoundPoint Mortgage Servicing Corp. and affiliates in connection with an expedited trial in the Delaware Court of Chancery seeking specific performance of a merger agreement. The matter resulted in the consummation of the transaction and subsequent monetary settlement.
• Anixter International Inc. in defending against actions brought in the Delaware Court of Chancery and the U.S. District Courts of Delaware and the Southern District of New York in connection with the merger of Anixter and WESCO International, Inc.
• General counsel of Eastman Kodak Co. in obtaining the dismissal of federal securities class action and shareholder derivative claims arising from the company’s pursuit of a COVID-related government loan and granting of stock options.
• HomeStreet, Inc. in defeating a motion for preliminary injunction seeking to set aside the company’s advance notice bylaws in connection with an attempted proxy contest, the first matter in which a court rejected a stockholder nomination on the basis of substantive advance notice deficiencies.
• The respondent in an appraisal case stemming from a US$9 billion merger in the Delaware Court of Chancery that was the then-largest such case by share volume in Delaware history.
• Several investment advisers in excessive fee litigation under Section 36(b) of the Investment Company Act of 1940.
• A large REIT in matters relating to a restatement that included a multi-week arbitration and produced significant stockholder value.

Some of the above matters were handled prior to joining Sidley.

• Charlotte is a member of the state bars of Delaware, New York, and Pennsylvania and also the Richard S. Rodney American Inn of Court.
• Charlotte serves as a junior board member for the New York Common Pantry.