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Corporate Governance Litigation

Directors and Officers Litigation

Attorneys on LeClairRyan’s Corporate Governance Litigation team have significant experience advising and representing companies, boards of directors, board committees, and individual directors and officers in a variety of litigation matters, including claims based on allegations of breach of fiduciary duty, alleged violations of federal securities laws, and SEC investigations. We are well versed not only in the unique liability issues facing corporate directors and officers, but also in working with insurers on complex coverage issues. Our experience enables us to counsel companies, directors and senior executives on both the legal and business implications of various litigation defense strategies.

Representative matters:

  • Obtained seven-figure judgment and attorneys fees following four-week trial involving claims of usurpation of corporate opportunity, breach of fiduciary duty, and aiding and abetting breach of fiduciary duty related to numerous New England health clubs
  • Successfully defended generic drug manufacturer in multi-week arbitration against claims brought by minority shareholders who sought approximately $42 million in damages for breaches of shareholders agreement relating to securities registration and claims involving product development issues
  • Defended the former chief financial officer of a publicly traded company in a suit alleging breach of fiduciary duty
  • Successfully tried and litigated numerous suits alleging breaches of fiduciary duty and other corporate governance claims involving closely held corporations or LLCs
  • Obtained favorable arbitration decision on behalf of seller of nursing home franchise in $150 million misrepresentation claim brought by buyer Represented a number of executives, including the chief executive officer, president and chief operating officer, and chief financial officer, of a Fortune 200 company in a putative shareholder class action brought by one of the nation’s preeminent plaintiffs’ securities class action firms. The claim related to a decline in value of company stock following accounting-related disclosures. We also advised the company and its officers in connection with concurrent investigations by the SEC and the United States Attorney regarding the same events. In addition, we represented the company in connection with an SEC investigation into alleged insider trading by the chief financial officer.
  • Advised the chief executive officer of a publicly traded insurance company in connection with Medicare fraud litigation pending against the company
  • Represented an officer of a publicly traded company in connection with accounting and other professional liability issues
  • Represented an officer of a group of companies in connection with allegations of securities fraud and other alleged financial malfeasance
  • Represented the chief executive officer of a Fortune 200 company, as well as the company itself, in a lawsuit by a former top executive alleging that the company breached an oral agreement to provide him with a specific severance package. The former executive named the CEO individually, alleging that the CEO had made misrepresentations to him related to the severance package. This representation involved a detailed examination of the workings of the compensation committee of the company’s board of directors and its work with various compensation consultants.
  • Represented the chief executive officer of a New York Stock Exchange-traded company in connection with a state regulatory investigation of the company’s business operations, and federal securities law disclosure obligations with respect to the investigation
  • Acted as special counsel to audit committees of publicly traded companies
  • Advised the independent trustees of a mutual fund on their fiduciary duties and securities law obligations, their liability as trustees, and limitations on their liability and indemnity under state law and the fund’s organizational documents
  • Represented the former general counsel of a public company in the medical services business in a putative class action lawsuit filed by a number of hospitals alleging overcharging for services, and in concurrent investigations by the SEC and the Department of Justice.
  • Represented the former controller of one of the largest publicly traded retail jewelry stores in the country in connection with a putative class action filed against the company and several of its current and former officers regarding alleged securities fraud in connection with the company’s financial statements. We are also representing the company in connection with concurrent investigations by the SEC and the United States Attorney.
  • Represented a number of current and former senior officers of New York Stock Exchange-listed companies in SEC enforcement investigations involving accounting and financial reporting issues.
  • Defending the former general counsel of a publicly traded company in the medical services industry in connection with an SEC investigation and multi-jurisdictional litigation involving allegations of fraud and RICO violations
  • Represented several officers of a major national financial institution as co-counsel in connection with a securities class action

Merger and Acquisition Litigation

During the last five years, over 90 percent of all merger and acquisition deals valued at more than $100 million were the subject of lawsuits by shareholders. LeClairRyan’s corporate governance litigation attorneys have a depth of experience handling a variety of matters related to mergers and acquisitions, including contested acquisitions, shareholder derivative claims, litigation arising out of spin-outs, antitrust litigation, hostile takeover and disclosure claims, among other issues.

Members of our multidisciplinary team also provide legal counsel on a full spectrum of issues that our merger and acquisition litigation clients may encounter. In addition to offering clients the talents of our skilled litigators, our mergers and acquisition team includes experienced lawyers who regularly handle merger and acquisition transactions, regulatory and tax issues. In every matter we handle, we strive to become our clients’ trusted advisor and business partner. Through this role, we apply our knowledge, insight and skill to help our clients achieve their business objectives while managing and minimizing their legal risks, difficulties and expenses.

Our distinctive strengths include litigation related to:

  • Inadequate price, unfair process and inadequate disclosure
  • Lack of independence by directors and financial advisors
  • Defective financial analyses and fairness opinions
  • Government challenges to potential mergers
  • Indemnification for contingent events
  • Misrepresentations and breach of warranties
  • Change-of-control payments, accelerated options, and other benefits paid to officers and directors
  • Breaches of fiduciary duty by controlling shareholders
  • Domination by chairmen and CEOs
  • Earn-outs
  • Squeeze-outs

We represent clients in state and federal courts across the nation, most notably in the Delaware Court of Chancery, where many high-profile M&A cases are filed because many corporations and other types of entities are organized under Delaware law. Our attorneys represent clients across a full spectrum of industries, including healthcare, financial services, manufacturing and distribution, telecommunications and mining, among others.

Representative matters:

  • Defending public company being acquired by another public company in consolidated class action in Delaware Court of Chancery, including claims for alleged inadequate disclosures, unfair process and inadequate merger consideration and self-dealing
  • Defended multiple acquiring companies against allegations of aiding and abetting fiduciary duty arising from financial services mergers
  • Obtained favorable settlement in defense of company acquired by private equity fund and its directors against alleged insufficient disclosures, inadequate price and self-dealing
  • Defended Delaware corporation located in Virginia that was sued post-merger by acquiring company alleging violations of representations and warranties in merger agreement
  • Obtained favorable settlement on behalf of company that acquired another company in hostile takeover against claims by former executive
  • Obtained summary judgment on behalf of law firm in malpractice claim arising from merger of private companies
  • Successfully defended seller and its directors against claims of fraudulent inducement in $70 million acquisition of mine equipment company
  • Successfully represented seller and its officers and directors against warranty/indemnity claims related to environmental issues and alleged employment torts arising from $660 million sale of a national industrial uniform company
  • Defending third-party allegedly responsible for assisting seller in $10 million corporate sale for which $6 million is claimed for professional malpractice and breach of contract related to seller’s unrealized earn-out payment


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