S. Toni Wormald

Toni Wormald is a senior litigation associate in Goodwin’s Complex Litigation & Dispute Resolution practice in San Francisco. Her practice focuses on high-stakes corporate governance disputes, with a particular emphasis on litigation in the Delaware Court of Chancery.

Toni routinely represents boards of directors, special committees, officers, and investors in complex fiduciary duty and governance matters, including stockholder class and derivative actions, books and records proceedings, disputes involving board control and director independence, and post-closing transaction litigation.

Her practice spans a range of corporate disputes, including challenges to mergers, financings, and conflicted transactions; SPAC and de-SPAC litigation; and post-closing M&A disputes involving earnouts and contractual interpretation. She also advises on and litigates disputes involving alternative Delaware entities, including matters concerning the interpretation of partnership agreements and LLC operating agreements.

In addition to her litigation practice, Toni advises boards and special committees on litigation risk mitigation under Delaware law. She is frequently engaged before a dispute arises to help structure transactions and governance processes, including evaluating director independence under the Delaware General Corporation Law and structuring board and special committee processes to withstand judicial scrutiny. She also counsels on financings, recapitalizations, and other transactions involving founders or significant investors, including issues relating to preferred stockholder rights, board composition, and control dynamics in privately held companies.

In addition, Toni maintains and is committed to an active pro bono practice. 

Toni’s recent representative matters include:

• Represented special committee of the WeWork board of directors in seeking specific performance of tender offer in expedited proceeding in the Delaware Court of Chancery; secured favorable settlement on the eve of trial, providing for $1B+ tender offer*
• Represented Forescout Technologies, Inc. in expedited action brought in the Delaware Court of Chancery to enforce merger agreement with affiliates of Advent International; obtained favorable settlement for client and transaction ultimately closed*
• Represented founder/CEO of The Trade Desk, Inc. in stockholder derivative litigation brought in the Delaware Court of Chancery; successfully obtained dismissal of derivative suit challenging amendment to dual-class stock structure*
• Represented special litigation committee of the Expedia board of directors in investigation of derivative claims challenging a related party transaction; obtained favorable settlement for client*

*Denotes experience prior to joining Goodwin.

Prior to joining Goodwin, Toni was a litigation associate at Wilson Sonsini Goodrich & Rosati in San Francisco.

During law school, Toni worked as a judicial extern to then-Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery. She was also a research assistant for Usha Rodrigues, the Chair of Corporate Finance and Securities Law at the University of Georgia School of Law; Toni’s research focused on issues pertaining to the Sarbanes-Oxley Act and Dodd-Frank Act.

Prior to law school, Toni worked as a litigation assistant at a law firm representing major financial institutions.

Toni’s recent publications include:

• Co-Author, “California Supreme Court Delivers Major Win for Delaware Forum-Selection Clauses,” Goodwin Alert, July 22, 2025
• Co-Author, “Delaware Creates More Corporate Clarity and Overhauls Rules Governing Conflicted Transactions,” Goodwin Alert, April 3, 2025
• Co-Author, “What Are “Books and Records”? Delaware Reduces Uncertainty Surrounding Stockholder Inspection Rights,” Westlaw Journal Delaware Corporate (April 2025)
• Co-Author, “When Reincorporation Out Of Del. Isn't A Good Idea” Law360 (March 2025)
• Co-Author, “Delaware Supreme Court Holds That Boards Must Satisfy the MFW Framework in Controller Transactions to Obtain Business Judgment Deference,” Goodwin Alert, April 15, 2024
• Co-Author, “Delaware Court of Chancery Rescinds Elon Musk’s $55.8 Billion Compensation Package in Cautionary Tale About Director Independence and Executive Compensation,” Goodwin Alert, February 6, 2024