Courtney Worcester



Courtney Worcester is a partner and experienced trial attorney in the Boston office of Foley & Lardner LLP. Her practice focuses on complex commercial litigation involving corporations, limited liability companies, venture capital and private equity firms, financial institutions and their directors and officers. She regularly counsels boards as well as individual directors and officers on a wide variety of corporate governance matters including books and records demands, removal/election of directors, board committee investigations and reports. She represents clients in federal securities and shareholder litigation matters, including federal securities and consumer class actions stockholder derivative litigations, as well as in disputes between co-founders. She is also experienced in diverse commercial litigation matters, ranging from contractual disputes to the protection of trade secrets, unfair competition, and other business torts. She is a member of the firm's Securities Enforcement & Litigation, Private Equity & Venture Capital and Business Litigation & Dispute Resolution Practices.

Representative Experience

  • Represented venture capital entities who were controlling stockholders against direct and derivative claims related to a preferred stock financing and subsequent warrant sale
  • Obtained permanent injunction after expedited trial alleging copyright violations and conversion
  • Represented director of privately-held Delaware corporation in 225 action to determine composition of board of directors
  • Represented audit committee of publicly-traded company in investigation and resolution of whistleblower claims asserted by in-house counsel
  • Represented series of related-privately held MA LLCs and founder against direct and derivative claims resulting from failed partnership, including successfully defeating preliminary injunction
  • Represented demand review committee of privately-held Massachusetts company to assess breach of fiduciary duty allegations asserted by minority stockholders
  • Defended member of Delaware LLC against allegations of breach of fiduciary duty and dissolution and prosecuted counterclaims seeking to force sale of shares of the LLC
  • Obtained defense verdict after trial in the Delaware Court of Chancery for a leading venture capital firm in action asserting purported breach of fiduciary duty and fraud claims in connection with the purchase of stock from former portfolio company founders upon the exercise of contractual rights of first refusal
  • Represented special litigation committee of board of directors of publicly-traded wireless telecommunications firm in investigation of historical stock option-granting practices and responses to stockholder demands and obtaining dismissal of federal and state-court derivative litigation asserting state law claims for breach of fiduciary duty and federal securities claims
  • Represented general partners of venture capital funds, as directors of venture-backed incubator, in obtaining dismissal of action brought by former preferred stockholder asserting purported breach of fiduciary duty claims in connection with corporate dissolution and winding-up
  • Represented venture capital funds, as majority stockholders, in privately-held military electronics firm, in obtaining, after trial, a defense verdict, in action by minority stockholders asserting purported breach of fiduciary duty claims against directors and majority stockholders in connection with stock repurchase and recapitalization
  • Represented national retailer in litigation involving misappropriation of trade secrets and breach of non-competition agreements
  • Representation of publicly-traded, development-stage biopharmaceutical firm in defense of action brought by competitor asserting purported misappropriation of trade secrets and other business torts
  • Obtained dismissal of breach of fiduciary duty claims and deceptive business practices against an investment advisor, as well as affirmance of that dismissal in the State of New York, Supreme Court, Appellate Division
  • Defended national bank against several class actions asserting violations of various states’ consumer protection acts and the Truth-in-Lending Act
  • Represented consumer product manufacturer in consumer protection and breach of warranty class action
  • Successfully defended company and individuals against imposition of temporary restraining order to prohibit use of company’s domain name
  • Represented chief operating officer of public company against revenue recognition claims in securities class action, SEC and criminal investigations
  • Obtained reversal of convictions of larceny and assault by means of a dangerous weapon based upon ineffective assistance of counsel, Commonwealth v. Vickers, 708 N.E. 2d 575 (Mass. Ct. App. 2003)
  • Obtained reversal of conviction of possession of stolen vehicle for insufficient evidence, Commonwealth v. Campbell, 800 N.E. 2d 1055 (Mass. Ct. App. 2003)

Prior to joining Foley, Courtney was of counsel with Pepper Hamilton LLP. She has also worked as an associate for Greenberg Traurig, LLP, Nixon Peabody LLP, and Testa Hurwitz & Thibeault, LLP. In addition, she clerked for Justice W. Stephen Thayer, III and Justice Linda S. Dalianis of the New Hampshire Supreme Court.


Courtney has been selected for inclusion in the 2007 – 2015 Massachusetts Super Lawyer – Rising Stars® lists. She is a 2012 recipient of Foley’s Carl Hitchner Mentor of the Year Award; an annual award recognizing outstanding mentoring to young attorneys by partners and senior counsel of the firm. She is the former co-chair of the Boston Women’s Committee as well as a member of the Diversity Committee of the National Association of Women Lawyers.


Courtney earned her law degree, cum laude, from Boston University (J.D. 1999) where she was the administrative editor for the Boston University Law Review and was a member of the National Moot Court Team. Her bachelor’s degree was conferred, cum laude, by Bowdoin College (A.B., 1996).


Courtney is admitted to practice in Massachusetts, Maine and New Hampshire, and before the U.S. District Courts in each of those states, and before the U.S. Courts of Appeals for the First and Ninth Circuits.

Selected Publications and Presentations

  • Women, Diversity & Change Summit, (speaker) Boston (April 10, 2019)
  • “How VC-Backed Companies Can Mitigate #MeToo Risk,” (co-author), Law360 (Feb. 21, 2019)
  • “Director Independence Disclosures: Be Careful What You Say,” (co-author), Law360 (July 2, 2018)
  • “A True Renaissance Woman – Charlotte Whitaker, Chief IP Counsel, USAA,” Diversity Spotlight, Women Lawyers Journal v. 103, N. 2 (2018)
  • “Commencing an Action: Massachusetts State Q & A” (co-author), Practical Law Litigation
  • “Practice and Procedure in Damages Cases,” (co-author) MCLE’s Damages, Interest, and Attorney Fees
  • “Why is That in the Contract Again? Insights and Tips for Business Lawyers When Drafting and Reviewing Contracts,” presented via Webcast by Celesq (July 15, 2014)
  • “A Review of Recent Whistleblower Developments,” (co-author) Foley & Lardner LLP’s Legal News: Whistleblower Developments (quarterly)
  • “SEC’s Enforcement Actions Against Hedge Fund Adviser for Retaliation Highlights Challenges Employers Face,” (co-author) Foley & Lardner LLP’s Legal News: Whistleblower Developments (June 18, 2014)
  • “Current Ethical Issues for In-House Counsel: E-discovery, Contacts with Unrepresented Persons, Consultant and More,” presented via Webcast by Celesq (June 10, 2014)
  • “Whistleblower Protection Expanded: Lawson v. FMR, LLC,” presented via Webcast by Celesq (April 16, 2014)
  • “Who Qualifies as a Whistleblower under Sarbanes-Oxley?,” presented via Webcast by Celesq (January 14, 2014)
  • “Deal Developments for In-House Counsel,” presented via Webcast by Celesq (December 12, 2013)
  • “Enforcement of Forum Selection Clauses Just Got Easier,” (co-author), Foley & Lardner LLP’s Legal News: Business Litigation & Dispute Resolution (December 9, 2013)
  • “Early Case Assessment Considerations for In-house Counsel Confronted with Corporate Governance and Whistleblower Litigation under the Dodd-Frank Act,” presented via Webcast by Celesq (November 7, 2013)
  • “Social Media, the News, and Stock Price: Tips for In-House Counsel When the Company’s Stock Comes under Attack,” presented via Webcast by Celesq (October 16, 2013)
  • “In-House Counsel: Ethics Rules and the Attorney-Client & Work-Product Privileges: Avoiding Traps for the Unwary,” presented via Webcast by Celesq (September 9, 2013)
  • “Whistleblower Retaliation Suits after Asadi v. GE Energy: How the Fifth Circuit Changed Legal Precedent and Existing Practices under Dodd-Frank,” presented via Webcast by Celesq (August 22, 2013)
  • “Top Ten Tips for Conducting a Whistleblower Investigation,” presented via Webcast by Celesq (July 11, 2013)
  • “Venture Capital Firms and Fiduciary Duties: Considerations and Developments for Corporate Securities Counsel,” presented via Webcast by Celesq (June 10, 2013)
  • “The SEC’s Continued Focus on the Private Equity Industry: What their Lawyers Need to Know,” presented via Webcast by Celesq (May 16, 2013)
  • “Defending Proxy Puts: ‘One Definition of Genius’,” (co-author), Bloomberg BNA: Corporate Responsibility Report (May 10, 2013)
  • “Kallick v. SandRidge Energy: Defending Proxy Puts,” (co-author), Bloomberg BNA: Corporate Counsel Weekly (May 8, 2013)
  • "Update on Say-on-Pay Litigation," presented via Webcast by Celesq (April 3, 2013)
  • "Sarbanes-Oxley Whistleblower Claims and Burdens of Proof," presented via Webcast by Celesq (March 15, 2013)
  • “Foreign assets oversight means travel, Delaware judge tells directors,” (co-author), Westlaw Journal: Delaware Corporate (March 18, 2013)
  • "Avoiding a Mess! Part II: Why Business Lawyers Should Call Litigators before the Contract Is Executed," presented via Webcast by Celesq (February 27, 2013)
  • "Avoiding a Mess! What Litigators Want Business Lawyers to Know when Drafting Contracts," presented via Webcast by Celesq (August 2012)
  • "Private Equity in the Crosshairs," (co-author) Law360 (July 11, 2012)
  • "Plaintiffs And The ABCs (Anywhere But Chancery)," (co-author), Law360 (June 19, 2012)
  • "In Practice: The Perils of Ignoring a 'No' Vote on Executive Compensation," (co-author), NACD Directorship (January/February 2012)
  • "Say on Pay Report from 2011 Proxy Season," (co-author), Association of Corporate Counsel (October, 17, 2011)
  • "Perils of Ignoring a "No" Comp Vote," (co-author), NACD Directorship (September 27, 2011)
  • "Enhanced Liability Risks For VCs And VC Funds Extending Bridge Loans," (co-author), VCExperts (August 8, 2011)
  • "Dodd Frank’s Mandatory Executive Comp Clawback," (co-author), The Deal (December 20, 2010)
  • "Top Five Risk Management Tips for Venture Capitalists," (co-author), Reuters Venture Capital Journal (January 2010)
  • "A Boardroom Checklist," (co-author), The Corporate Board (September 2009)
  • "Ask the Litigator," (co-author), The Deal (January 9, 2009)


A Review of Recent Whistleblower Developments
28 January 2020
Legal News: Whistleblower Developments
A Review of Recent Whistleblower Developments
29 October 2019
Legal News: Whistleblower Developments
A Review of Recent Whistleblower Developments
19 July 2019
Legal News: Whistleblower Developments
A Review of Recent Whistleblower Developments
15 April 2019
Legal News: Whistleblower Developments