POWERFUL ADVOCATES

Corporate Risk Management, Stockholder Litigation, and Special Committee Representation

Representative engagements in this area include:

  • representing Special Committees in all aspects of evaluating, negotiating and closing stock transactions and other corporate and securities matters involving related parties.  Our team’s experience includes advising U.S. publicly listed companies in transactions with foreign-owned companies.
  • defended a publicly traded health care company and its board of directors against putative class action claims brought by minority shareholders challenging the fairness of an exchange offer transaction, which defense resulted in an early settlement favorable to the client
  • represented special litigation committee of board of a publicly traded advertising and media firm in internal investigation of historical stock option granting practices and responses to stockholder demands; following issuance of special litigation committee’s investigative report, no derivative action was filed
  • obtained a favorable settlement of federal securities fraud claims against a biopharmaceutical company and its corporate officers, and obtained a favorable settlement of shareholder derivative claims against the corporate officers and directors
  • obtained dismissal of a derivative claim against corporate directors relating to bonuses given to management in connection with sale of the company’s three operating divisions
  • obtained dismissal of claims against general partners of venture capital funds, as directors of venture-backed incubator, in action brought by former preferred stockholder asserting breach of fiduciary duty in connection with corporate dissolution and winding-up
  • obtained dismissal of a derivative action filed against a pharmaceutical company’s officers and directors for alleged breach of fiduciary duty in allowing the company to allegedly misrepresent the company’s ability to meet certain requirements for regulatory approval of its leading product
  • defended an independent distributor of exclusive home entertainment programming in the defense of an action brought in Delaware Court of Chancery by a minority shareholder seeking to invalidate the classified board and other charter and bylaw provisions adopted as part of a California-to-Delaware reincorporation merger
  • won dismissal of breach of fiduciary duty and deceptive business practices claims against an investment advisor, and obtained affirmance of that dismissal on appeal
  • obtained dismissal of a derivative action filed against officers and directors for alleged breach of fiduciary duty in allowing company to allegedly misrepresent its ability to meet certain requirements for regulatory approval of new drug
  • conducted internal investigation on behalf of the audit committee of a public company regarding allegations made by a whistleblower that the company president made false and misleading statements at an analysts’ conference
  • conducted an internal investigation of broker-dealer regarding possible insider trading based on confidential information about the departure of a profitable trading desk
  • conducted internal investigation on behalf of audit committee of a bank regarding alleged insider trading by one or more board members
  • defended directors against a claim that due to self-interest, they had not obtained a sufficiently high price when selling the company’s principal asset
  • obtained dismissal of derivative action challenging board’s adoption of change-in-control agreements and other executive compensation packages as breach of fiduciary duty
  • represented the founder and majority shareholder of a publicly traded technology company in a breach of fiduciary duty action arising from a going-private merger
  • defended a publicly traded bank holding company against shareholder disenfranchisement claims
  • counseled a publicly traded health care corporation on how to respond to an antagonist shareholder’s request for corporate records
  • defended a publicly traded bank holding company against claims seeking to overturn the election results from an annual shareholder’s meeting
  • represented officers and directors in cases involving propriety of “lock up” provisions in acquisition agreements
  • counseled a bank in breach of fiduciary duty claim regarding alleged dividend omission issues following a merger
  • represented a bank in defense of breach of fiduciary duty claims, involving the administration and investment decisions regarding welfare and pension plans.