Corporate Governance and Shareholder Disputes

Our attorneys regularly advise boards of directors, as well as shareholders, in connection with corporate governance issues.  We have conducted internal investigations on behalf of special committees and provided 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 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, typically under New York or Delaware law, but also in states across the country.  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.  We have also served as pro bono counsel to non-profits in connection with corporate governance issues including internal investigations.

Examples of our recent cases include:

  • On behalf of several New York corporations and their majority shareholders, we defended against direct and derivative shareholder claims for breach of contract and breach of fiduciary duty in a bench trial in New York state court, and obtained a complete reversal on appeal.
  • We obtained 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 obtained sanctions against the plaintiffs and defeated an appeal of the dismissal and sanctions award.
  • We 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.
  • We defended 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, obtaining dismissal of several claims and, ultimately, a business resolution to the matter.
  • We defended a 50-percent shareholder in a suit disputing the valuation of a family-owned manufacturing business, settling the matter based on our client’s valuation.