Corporate Governance and Shareholder Disputes
Our attorneys regularly advise boards of directors and shareholders on corporate governance issues. We conduct internal investigations on behalf of special committees and provide strategic advice to companies and their boards on a variety of highly sensitive matters. We routinely advise directors and officers about their fiduciary obligations and provide counseling in connection with disclosure, valuation, and other obligations. We have also successfully defended and prosecuted shareholder derivative suits on a variety of matters. Our cases have involved defending civil suits under the federal securities laws as well as claims for breach of fiduciary duty and other common law claims. We are regularly engaged to prosecute and defend actions concerning appraisal rights in the context of mergers and business dissolutions, and have successfully resolved numerous complex, long-standing disputes in closely held companies.
Examples of our recent cases include:
Defense of New York corporations and their majority shareholders against direct and derivative shareholder claims for breach of contract and breach of fiduciary in which we secured dismissal of the claims on appeal.
Secured the dismissal of a shareholder derivative suit against a board of directors of a technology company and its parent holding company brought in Delaware Chancery court in connection with the parent’s acquisition of majority interest in the subsidiary. We also defeated an appeal of the dismissal and sanctions award.
Conducted an internal investigation on behalf of a special committee formed by the board of directors of a technology company, and used the results of the investigation to defeat shareholder derivative claims asserted by a shareholder, company founder and former board member.
Successful defense of a hedge fund against an investment bank counterparty challenging its corporate governance practices based on the terms of the fund’s limited liability company agreement in which we obtained dismissal of several claims and, ultimately, a business resolution to the matter.
Defense of shareholder in a dispute concerning the valuation of a family-owned manufacturing business, in which we secured a settlement based on our client’s valuation.