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Katherine L. Henderson
Partner
Litigation
San Francisco
New York
Seattle

D415-947-2065

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  • Robust Litigation Practice

    Katherine represents companies and their officers and directors in stockholder class actions, derivative suits, and complex commercial litigation.

  • World-Class Clients

    Her clients include leading technology, healthcare, and life sciences companies such as Hewlett Packard, SunPower, Capital G, Coherent, Polycom, Genentech, and Align Technology.

  • Thought Leadership

    Katherine often speaks and writes for Practising Law Institute regarding current Delaware law matters and litigation trends.

Katherine Henderson's practice focuses on corporate governance, the navigation of corporate fiduciary duties, and the representation of companies and their officers and directors in stockholder class actions, derivative suits, and complex commercial litigation. Katherine specializes in conducting investigations on behalf of management, boards of directors, and special board or management committees; advising companies faced with stockholder litigation demands; and representing companies in stockholder actions and "busted deal" litigation. She also advises with respect to directors' and officers' liability insurance coverage and indemnification issues.

Prior to joining the firm, Katherine practiced in the general litigation department of Jones Day in New York, where she worked on a variety of commercial cases, as well as securities class actions for clients based in New York, the Midwest, and Asia.

Experience

Katherine Henderson's practice focuses on corporate governance, the navigation of corporate fiduciary duties, and the representation of companies and their officers and directors in stockholder class actions, derivative suits, and complex commercial litigation. Katherine specializes in conducting investigations on behalf of management, boards of directors, and special board or management committees; advising companies faced with stockholder litigation demands; and representing companies in stockholder actions and "busted deal" litigation. She also advises with respect to directors' and officers' liability insurance coverage and indemnification issues.

Prior to joining the firm, Katherine practiced in the general litigation department of Jones Day in New York, where she worked on a variety of commercial cases, as well as securities class actions for clients based in New York, the Midwest, and Asia.

Focus Areas
Recent Insights
News Articles
Wilson Sonsini Practices, Attorneys Named in 2024 Chambers USA Guide
Wilson Sonsini Goodrich & Rosati practices and attorneys were honored in the recently published 2024 edition of Chambers USA: America's Leading Lawyers for Business. This year, the firm was ranked in 36 geography-specific practice categories, while 79 attorneys were honored among the best in their fields.
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Client Advisories
Delaware's Status as the Favored Corporate Home: Reflections and Considerations
In recent months, a conversation has emerged as to whether Delaware should remain the favored state of incorporation for business entities. Indeed, many of our clients have asked us whether they should remain in Delaware or choose Delaware as the state of incorporation for their new ventures. In this discussion, we provide our reflections on that question and various factors that entrepreneurs, investors, and companies should consider when weighing incorporation in Delaware against incorporation in another state. 

The Reliance on Delaware Compared to Other States

The sheer number of entities formed in Delaware reflects its dominance in this area. In 2022, more than 313,650 entities were formed in the state of Delaware, resulting in more than 1.9 million entities total in Delaware.[1] Delaware also continues to be the state of incorporation for nearly 68.2 percent of the Fortune 500, 65 percent of the S&P 500,[2] and approximately 79 percent of all U.S. initial public offerings in calendar-year 2022.[3] Of course, those numbers reflect that a substantial portion of entities are incorporated elsewhere, both within and outside of the United States. The Chief Justice of Delaware’s Supreme Court has noted that business entities indirectly or directly generate about a third of the state’s revenue.[4] 

It also bears noting that Delaware has not always held the distinction as the favored destination for incorporations. Prior to the early 1900s, New Jersey had been the most significant state for incorporations.[5] Aware of New Jersey’s early success and in an effort to encourage corporations to domicile in Delaware, Delaware amended its constitution in 1897 to permit incorporation under general law instead of by special legislative mandate, and in 1899 adopted a general corporation law modeled largely after New Jersey’s approach.[6] These developments, in addition to the written opinions issued by Delaware’s Court of Chancery, helped make Delaware a natural home for corporations looking to leave New Jersey after that state adopted more restrictive laws related to corporations and trusts in 1913.[7]

A corporation’s state of incorporation is significant because that state’s laws govern the corporation’s internal corporate governance and inform how judges will review the conduct of directors and officers in stockholder litigation. As will be discussed in greater detail below, there are a number of factors that have made Delaware a favored state of incorporation for over a century.[8]

Why Is Delaware in Question?

Of course, it is critical to understand why some have called Delaware’s dominance into question. Some of the doubt has come from famous sources, such as Elon Musk’s much-publicized X (formerly Twitter) post stating, “Never incorporate your company in the state of Delaware” after the Delaware Court of Chancery rescinded his compensation package at Tesla.[9] Tesla’s stockholders are now expected to vote on the conversion of Tesla from a Delaware corporation to a Texas corporation at the company’s annual stockholder meeting on June 13, 2024.[10] In the conversations that we have had with clients, businesspeople, and others in the corporate bar, we have heard the following reasons given for reconsidering incorporation in Delaware:
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Recent Events
Speaking Engagements
PLI’s Acquiring or Selling the Privately Held Company 2022
Our experienced faculty will walk you through all of the steps associated with acquiring and selling a privately held company, whether it is a large independent corporation, a division or subsidiary of a large public company, or a smaller venture capital-backed or family-owned entrepreneurial enterprise. You will learn about the special issues that apply when a private equity firm is the buyer or owns the target company, and about the techniques and strategies that are essential to successful negotiations. You will also gain an understanding of the key employee benefits, labor and employment, and intellectual property issues that arise and how to address them. Plus you will learn about special diligence concerns involving international deals, including FCPA, AML, tax and labor issues.
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Affiliated Programs
The 2021 Berkeley Fall Forum for Corporate Governance
Wilson Sonsini is proud to support the Berkeley Forum on Corporate Governance 2021. This two-day hybrid conference features panel discussions, workshops and interviews on cutting-edge topics in corporate governance, M&A and business law.
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