Corporate Governance

Our partners are highly experienced in representing a wide array of clients in high-stakes corporate governance and shareholder disputes, on both the plaintiff and defense side. They have represented boards; special committees; management; controlling shareholders; minority shareholders; individual officers and directors; and corporations, limited liability companies, and other entities in connection with these disputes.

We specialize in shareholder litigation, derivative lawsuits, disputes for entity control, founder disputes, disputes regarding contested M&A and other strategic transactions, valuation disputes, shareholder class actions, takeover battles, special litigation committee proceedings, and proxy contests. We also regularly represent clients in connection with books and records demands, which are often a precursor to more complex litigation. We also work closely with corporate counsel and in-house counsel to devise strategies prior to and during litigation.

Our partners have extensive expertise in Delaware corporate law, which often factors prominently in corporate governance disputes. Our partners also have extensive experience practicing, and have achieved significant trial and pre-trial victories, in the Delaware Court of Chancery—where many corporate governance disputes are litigated and tried (oftentimes on an expedited basis). In addition, our partners are also highly experienced in multi-forum litigation, which is common in corporate governance and shareholder disputes.

Representative Matters:

Won a landmark $1 billion settlement—the largest cash settlement in Delaware history—on behalf of a class of former minority shareholders of Dell Technologies Inc. whose shares were repurchased in a December 2018 transaction for a combination of cash and Class C Dell shares while the company was controlled by Michael Dell and Silver Lake Partners. The Complaint alleged that the transaction, as orchestrated by the company’s controller, was fair in neither dealing nor price. On the eve of trial in the Delaware Court of Chancery, we obtained the settlement, which Vice Chancellor Laster described as a “real and unprecedented result for the class.”
Won a trial victory after a one-week trial in the Delaware Court of Chancery on behalf of Athilon Capital Corp. and its board of directors in Quadrant v. Vertin defeating breach of fiduciary duty, breach of contract, and fraudulent transfer claims which sought hundreds of millions of dollars in damages, as well as a court order that would have forced the client to liquidate its assets and close down the business entirely. The Court issued a post-trial decision that denied all the relief Quadrant requested and permitted Athilon to continue executing the long-term business strategy that Quadrant challenged at trial. The press described this trial victory as a “resounding win” in a “literal bet-the-company case” that set precedent concerning the test for insolvency under Delaware law and that was affirmed by the Delaware Supreme Court.
Won a trial victory after a six-day trial in the Delaware Court of Chancery on behalf of Crestview Partners against billionaire William Koch, defeating fiduciary duty claims and enforcing Crestview’s contractual put and exit-sale rights in connection with Crestview’s investment in Oxbow Carbon.
Won complete relief for the co-founder of a private tech company in a dispute involving corporate governance and defamatory statements, including the abandonment by another founder of an ill-advised strategic transaction.
Represented a leading Brazilian private equity firm in a shareholder dispute in New York arising out of its investments in Brazil. Succeeded in obtaining a favorable outcome that included dismissal of all claims.
Represented a major private equity fund pre-litigation in a dispute regarding the corporate controller’s breach of his fiduciary duties and a stockholder agreement based on a highly dilutive and unfair recapitalization. Successfully settled the dispute pre-litigation, reversing nearly all of the dilution.
Represented the board of a public corporation in conducting internal investigation, in response to allegations of mismanagement and wrongdoing in securities fraud class action.
Represented the founder of Vinmar and a synthetic rubber company in a breach of contract and corporate governance dispute in the Delaware Court of Chancery asserting that the board breached fiduciary duties and unfairly diluted minority investors. Following several successful discovery motions and depositions of the plaintiffs’ key witnesses, the matter settled on favorable terms for the clients.
Represented the shareholders of closely-held corporations in connection with claims of breach of fiduciary duty based on self-dealing asserted against the controlling shareholder and certain board members.
Represented the minority stockholder of a private company whose controller intended to pursue self-interested transaction that would harm minority stockholder’s investment. After several letters challenging the proposed transaction as breaching fiduciary duties and the stockholder agreement, the controller called off the proposed transaction.
Represented Fang Holdings and several affiliated entities in derivative litigation alleging breach of fiduciary duty in connection with Fang’s spin-off of CIH, Fang’s delisting, and Fang’s take-private of CIH.
Represented the stockholders of AGNC Investment Corp. (f/k/a American Capital Agency Corp.), a real estate investment trust, in a derivative action against the directors and officers of the company in the Delaware Court of Chancery, alleging claims of breach of fiduciary duty in connection with the handling of its management functions. The matter settled for a $33.5 million cash settlement.