S. Toni Wormald

Toni Wormald is a litigation associate in Goodwin’s Complex Litigation & Dispute Resolution practice in San Francisco. Her practice focuses on corporate governance disputes and complex commercial disputes; Toni regularly represents private and public companies and their officers and directors in all stages of litigation. She has experience handling disputes brought before the Delaware Court of Chancery, including books and records demands, stockholder class actions, derivative suits, and "busted deal" litigation. She also has experience conducting investigations on behalf of boards of directors and special board or management committees. 

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, “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