Directors & Officers Litigation

Our attorneys regularly represent corporate directors and officers in litigation arising from their service on corporate boards or in connection with their management responsibilities.

In this practice area, we have two distinctive attributes that make our work in this area unique.

First, by virtue of our longstanding expertise and reputation in the corporate arena, we have deep experience in the areas of corporate formation, governance and risk management. In this regard, our attorneys have literally written the key book in this area – the authoritative treatise Counseling California Corporations which has been published annually by Continuing Education of the Bar. Our attorneys who are called upon to represent corporate directors and officers therefore have the distinctive advantage of being able to leverage this built-up expertise in the corporate arena in connection with representing corporate officers and directors in liability matters.

Second, our attorneys also have expertise in the area of insurance coverage and recovery. As liability matters against corporate insiders are frequently covered under Directors’ and Officer’s and other forms of liability insurance, our expertise in coverage matters gives us another distinctive advantage – the ability to cut through coverage issues and thereby obtain the best possible result for our clients from a cost and recovery perspective.

  • Represented former directors and officers of privately held real estate investment companies in breach of fiduciary duty and fraudulent transfer action brought by liquidating trustee of chapter 11 estate.
  • Represented Nasdaq-listed commercial pharmaceutical company in parallel internal and SEC investigations into alleged stock price manipulation.
  • Represented public company in connection with investor lawsuit alleging 10b-5 and other securities law violations.
  • Represented court-appointed provisional director in shareholder action seeking damages and removal of the director based on allegations of breaches of fiduciary duty and gross negligence.
  • Represented privately held, major producer of all-natural and all-organic beef in USDA investigation under the Packers and Stockyards Act.
  • Represented investment management/registered investment advisory company and its executives in lawsuit by minority shareholder and former employee for breach of fiduciary duty and fraud.
  • Performed internal compliance and governance review on behalf of not-for-profit BCS bowl organization.
  • Represented investment management/registered investment advisory company and its executives in lawsuit by institutional shareholder for fraud, breach of fiduciary duty.
  • Represented joint special litigation committee of Nasdaq-listed company and its subsidiary in investigating and obtaining dismissal of shareholder derivative claims.
  • Represented German media company and its key executives in lawsuit brought by former alleged joint venturers seeking damages in excess of $3 billion.
  • Represented audit committee of Fortune 100 software company in separate investigations of internal financial controls and of a conflict of interest transaction with the founder and CEO.
  • Represented majority stockholder in privately held real estate investment trusts in shareholder suit for involuntary dissolution, breach of fiduciary and related claims.
  • Represented compensation committee of one of the nation’s largest public utility holding companies in negotiated resolution of a phantom stock-based executive compensation plan at its unregulated subsidiary.
  • Represented non-profit trade association and its executives in connection with “whistleblower” and breach of fiduciary duty claims by former executive director.
  • Represented board of directors of one of the nation’s largest public utility holding companies and of its regulated utility in connection with special issues arising from California’s energy crisis.
  • Represented majority stockholder in privately held instrumentation company in suit by minority shareholders for involuntary dissolution of close corporation, breach of fiduciary duty and for an accounting.
  • Represented audit committee of a Nasdaq-listed government testing services company in internal investigation into alleged financial accounting irregularities.
  • Represented President and CEO of federally chartered savings and loan in breach of fiduciary duty lawsuit brought by FSLIC; served on steering committee of defense counsel.
  • Represented a National-listed biotechnology company in internal investigation of possible prohibited loans under Section 402 of SOX.
  • Represented board of directors of association of community colleges in internal investigation of possible joinder of a class-action lawsuit.
  • Represented special committee of privately held electronics manufacturer in connection with company’s recapitalization.
  • Defended general partner and affiliated companies against class action and derivative suit brought by limited partners of three publicly traded real estate limited partnerships alleging breaches of contract and breaches of fiduciary duties.
  • Defended shareholder and officer of publicly-held corporation in shareholder derivative action alleging violations of the California Corporations Code and breaches of fiduciary duty.
  • Defended shareholder and director of corporation in action alleging securities fraud in connection with the sale of the corporation’s common stock.
  • Defended directors of publicly-held bank against shareholder claims alleging breach of fiduciary duty in connection with the adoption of a stock option compensation plan.
  • Defended manager of limited liability company against claims by unit holders that the manager committed fraud, breach of fiduciary duty, and breach of the company’s operation agreement.