dcsimg Shareholder and Directors and Officers Litigation

Shareholder and Directors and Officers Litigation

Shareholder actions present an increasingly frequent challenge to the boards and officers of both public and closely-held companies. These cases range from mere distractions to fundamental challenges to the integrity of a company’s decision making. McGuireWoods has deep experience in all aspects of defense of these procedurally complex matters in federal and state courts:

  • We represent the officers and directors who are the targets of claims of breach of fiduciary duty, fraud or misrepresentation.
  • We represent the corporate entity that is a direct target, or the nominal defendant in a shareholder derivative action.
  • We represent special litigation committees of corporate boards that are charged with investigating and reporting on shareholder demands.

McGuireWoods’ trial teams frequently litigate the issue of demand futility, which often presents a significant hurdle to shareholders seeking to seize control of internal matters from management. We also have favorably defended direct actions asserted by shareholders on the ground that the claim was only derivative in nature. In addition, we work to make sure that derivative cases are managed in the most appropriate jurisdiction, and that multiple, duplicative challenges are effectively addressed. Delaware corporate law, which is often applicable in shareholder matters, is well-known to our team.

We fully appreciate the need for great care in maintaining the independence of board special committees that are charged with investigating the actions of fellow board members. Subtle issues of attorney-client privilege and confidentiality frequently emerge in the midst of special litigation committee investigations, and require careful, experienced management.

Direct and shareholder derivative cases rarely arise in isolation. Strategies must be developed and implemented with sharp peripheral vision. We understand the vital need to coordinate in an effective and efficient manner when companion investigations, regulatory proceedings or lawsuits are in play. We have worked on multiple matters that involve parallel civil or criminal proceedings, and grand jury or SEC investigations. We seek to maximize the insurance protection that may be available to clients through D&O policies. 

CONTACTS

J. William Boland Partner T: +1 804 775 4374
Douglas W. Ey Jr. Partner T: +1 704 343 2076
Leonard J. Marsico Partner T: +1 412 667 7987
Results 1-12 of 12

RESULTS DEPEND ON A VARIETY OF FACTORS UNIQUE TO EACH CASE. PRIOR RESULTS DO NOT GUARANTEE OR PREDICT A SIMILAR OUTCOME.

Representative Matter

Fortune 100 financial services institution

Representation of a Fortune 100 financial services institution in a shareholder derivative action against its directors alleging failure to adequately prepare for and respond to the residential foreclosure crisis.
Representative Matter

Electric utility company with assets in North America and Latin America

Representation of an electric utility company with assets in North America and Latin America and certain of its directors and officers in a shareholder derivative action arising from the sale of a portion of the company’s interest in a real estate developer, which went into bankruptcy after the transaction.
Representative Matter

Government contractor

Representation of a government contractor in a shareholder action brought by two hedge funds claiming non-payment of more than $100 million in dividends and redemption payments for preferred shares and seeking dissolution of the company.
Representative Matter

Insurance company

Representation of the Special Litigation Committee of the board of directors of an insurance company in its investigation of shareholder derivative claims that attacked the fairness of the company’s merger with another entity and claimed excessive executive compensation.
Representative Matter

Officers and Directors of a National Retailer

Representation of officers and directors of a national retailer in the investigations of allegations of illegal backdating of stock option grants.
Representative Matter

US audit, tax and advisory services firm

Represented a U.S. audit, tax and advisory services firm in securities claims and a direct shareholder action brought by a bank’s shareholders against multiple defendants to recover losses in the bank’s stock in the time leading to the merger of two banking entities.
Representative Matter

Regional agricultural supply cooperative

Representation of a regional agricultural supply cooperative in the defense of allegations that our client and the individual members of its board of directors committed ultra vires and oppressive acts against the plaintiff by refusing to redeem shares of stock held by plaintiff and by prohibiting them from participating in Zone Caucus meetings that resulted in the nomination board candidates. Received partial summary judgment.
Representative Matter

A regional agricultural supply cooperative

Representation of a regional agricultural supply cooperative and its individual Board of Directors in a breach of fiduciary duty, ultra vires action and shareholder oppression case after the client designated that plaintiff, a member company, was a “Member Not in Good Standing” under its Base Capital Plan, thus withholding over $3.5 million in payments under patronage stock. The member company also complains that they are being refused the right to nominate candidates for the Board. The case raises interesting issues regarding Board discretion and shareholder rights, among others. We have filed a motion to dismiss and are awaiting a hearing date.
Representative Matter

Individual

Representation of a former bank official in a band fraud investigation. After a 10-week jury trial, our client was acquitted on all nine charges, while the other four co-defendants were convicted of most charges they faced.
Representative Matter

Fortune 100 financial institution

Representation of a Fortune 100 financial institution including more than a dozen class actions across the country arising from the mortgage foreclosure crisis. The firm also represents the institution in related shareholder litigation and state and federal investigations.
Representative Matter

Leading provider of sophisticated electronic components, instruments & communications products

Representation of a leading provider of sophisticated electronic components, instruments & communications products in the acquisition of a leading provider of oscilloscopes and other electronic test and measurement solutions, and the subsequent defense of the two companies and six directors of the acquired company in a post-merger strike suit.
Representative Matter

Community bank

Representation of a Special Committee of the board of directors of a community bank, which was appointed to investigate claims made in a shareholder derivative action that the board breached fiduciary duties when it considered and accepted a merger proposal.
Results 1-12 of 12
Thomas M Beshere Thomas M. Beshere
Counsel
One James Center
901 East Cary Street
Richmond, VA 23219-4030

T: +1 804 775 1004
F: +1 804 698 2193
vCard
William J Boddy William J. Boddy
Associate
11 Pilgrim Street
London EC4V 6RN
United Kingdom

T: +44 20 7632 1625
F: +44 20 7632 1638
vCard
J. William Boland J. William Boland
Partner
One James Center
901 East Cary Street
Richmond, VA 23219-4030

T: +1 804 775 4374
F: +1 804 698 2015
vCard
Irving M Brenner Irving M. Brenner
Partner
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 343 2075
F: +1 704 343 2300
vCard
Peter J Covington Peter J. Covington
Partner
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 343 2074
F: +1 704 444 8722
vCard
Mehboob R Dossa Mehboob R. Dossa
Partner
11 Pilgrim Street
London EC4V 6RN
United Kingdom

T: +44 20 7632 1627
F: +44 20 7632 1638
vCard
Elizabeth Edwards Elizabeth F. Edwards
Partner
One James Center
901 East Cary Street
Richmond, VA 23219-4030

T: +1 804 775 4390
F: +1 804 698 2045
vCard
Douglas W Ey Jr. Douglas W. Ey Jr.
Partner
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 343 2076
F: +1 704 444 8727
vCard
Adam Greaves Adam Greaves
Partner
11 Pilgrim Street
London EC4V 6RN
United Kingdom

T: +44 20 7632 1649
F: +44 20 7632 1638
vCard
Jacob P Hildner Jacob P. Hildner
Counsel
77 West Wacker Drive
Suite 4100
Chicago, IL 60601-1818

T: +1 312 849 8198
F: +1 312 698 4545
vCard
Richard Holzheimer Richard Dean Holzheimer Jr.
Partner
1750 Tysons Boulevard
Suite 1800
Tysons Corner, VA 22102-4215

T: +1 703 712 5087
F: +1 703 712 5254
vCard
Mark Langford Mark Langford
Partner
11 Pilgrim Street
London EC4V 6RN
United Kingdom

T: +44 20 7632 1683
F: +44 20 7632 1638
vCard
Robert W McFarland Robert W. McFarland
Partner
World Trade Center
101 West Main Street
Suite 9000
Norfolk, VA 23510-1655

T: +1 757 640 3716
F: +1 757 640 3966
vCard
Charles Wm McIntyre Charles Wm. McIntyre
Partner
2001 K Street N.W.
Suite 400
Washington, DC 20006-1040

T: +1 202 857 1742
F: +1 202 828 2967
vCard
Hardeep S Nahal Hardeep S. Nahal
Partner
11 Pilgrim Street
London EC4V 6RN
United Kingdom

T: +44 20 7632 1680
F: +44 20 7632 1638
vCard
Marta A Stein Marta A. Stein
Partner
77 West Wacker Drive
Suite 4100
Chicago, IL 60601-1818

T: +1 312 849 8191
F: +1 312 920 6593
vCard
Michael O Tackley Michael O. Tackley
Partner
11 Pilgrim Street
London EC4V 6RN
United Kingdom

T: +44 20 7632 1629
F: +44 20 7632 1638
vCard
Molly White Molly M. White
Partner
1800 Century Park East
8th Floor
Los Angeles, CA 90067-1501

T: +1 310 956 3423
F: +1 310 956 3143
vCard
Anne Marie Whittemore Anne Marie Whittemore
Partner
One James Center
901 East Cary Street
Richmond, VA 23219-4030

T: +1 804 775 4359
F: +1 804 698 2206
vCard
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Results 1-1 of 1