Our lawyers aggressively advocate for clients in major corporate governance and shareholder disputes in the pre-suit-planning stage, and in trial and appellate proceedings in courts in a wide range of jurisdictions. Our team regularly litigates in the Delaware Court of Chancery and argues appeals before the Delaware Supreme Court.
M&A Litigation. We handle a wide variety of M&A litigation, including expedited TRO/injunction proceedings seeking to enjoin transactions, litigation challenging the price and process underlying transactions, proxy contests, tender offer litigation, appraisal actions, and post-closing disputes. Because these disputes are often won—or lost—before litigation is filed, we work hand-in-hand with corporate transactional lawyers (often when a transaction is first contemplated) to prepare our clients for potential pitfalls and help ensure that the transaction will withstand judicial scrutiny.
Derivative Litigation. We defend directors and officers in derivative litigation alleging corporate wrongdoing or oversight failures, which often arise from the same “bad news” triggering securities litigation. We defend against claims that the board and management breached fiduciary duties by allegedly authorizing wrongdoing, failing to implement appropriate internal controls to prevent or detect wrongdoing, or failing to appropriately monitor the company’s compliance with laws.
Summary Proceedings. In many US jurisdictions, the law affords shareholders certain statutory rights—including rights to demand books and records to investigate potential wrongdoing—that may be enforced through summary proceedings. Such proceedings have exploded recently, often as precursors to derivative lawsuits. Effectively handling such proceedings can be critical to defeating an ensuing claim. Other summary proceedings include disputes relating to board composition and actions by directors or officers seeking advancement of legal fees and indemnification for claims against them. We help clients navigate all types of summary proceedings.
Special Litigation Committees. We represent special litigation committees (SLCs) appointed by boards to independently investigate potential derivative claims on behalf of the corporation against its directors and officers. Our experience in corporate governance, fiduciary law, and in handling these sensitive matters enables us to navigate SLCs through the investigation process, reach defensible factual and legal conclusions, and make recommendations on the pursuit or disposition of claims. Effective counsel is critical to ensuring that the SLC’s recommendation will withstand judicial scrutiny.
Bankruptcy-Related Litigation. We represent directors and officers of bankrupt entities facing claims that they breached their fiduciary duties to the bankrupt entity. These claims—often asserted by bankruptcy trustees or litigation trusts—are high-exposure matters involving unique controlling legal principles and require seasoned defense counsel.
Alternative Entity Litigation. We represent alternative entities such as limited liability companies, partnerships, and trusts in a variety of litigation. These matters often involve challenges to transactions, internal governance disputes, or claims of mismanagement and wrongdoing by those in control of the entity.