Corporate Governance Disputes and D&O Claims

Corporate governance disputes and claims against or involving directors and officers can have serious implications for businesses and their employees. Troutman Sanders’ Securities Litigation attorneys regularly advise companies and individual officers, directors and shareholders about their rights and obligations when confronted with corporate governance issues and claims involving directors and officers.

We routinely prosecute and defend litigation relating to corporate governance matters, valuation issues, proxy fights, contests for board control and other shareholder disputes. We also counsel boards of directors and audit, compensation and governance committees in a variety of matters such as conflict-of-interest transactions, internal investigations and shareholder claims against officers, directors or controlling shareholders.

  • Defended an Israeli public company and several of its officers and directors in a suit,brought by minority shareholders of an acquired U.S. public company,asserting claims for breach of fiduciary duty and for oppression of the minority shareholders.
  • Represented the majority owner of a Delaware limited liability company in a dispute with a minority owner over control of the company.
  • Represented the independent directors of a Nevada company in connection with a going-private transaction initiated by the company's largest shareholders.
  • Represented directors and officers in: (i) litigation with a former officer and director and minority shareholder alleging breach of fiduciary duties and violations of confidentiality agreements, and (ii) books and records litigation filed by a minority shareholder seeking access to corporate documents under Section 220 of the Delaware General Corporation Law.
  • Represented a company in a dispute regarding activist shareholders asserting breaches of fiduciary duty and in a proxy contest for control of the board.
  • Represented a closely held company in regard to a minority shareholder’s claims for breach of fiduciary duty and a contest for board seats.