Corporate Governance, Busted Deal, and Transaction Litigation

We handle bet-the-company corporate governance and transaction disputes in federal and state courts, particularly in the Delaware Court of Chancery.

We represent a broad mix of clients of all sizes and varied industries based across the globe.  Our clients include founders, stockholders, investors, creditors, companies, directors, officers, and committees.  

We have deep experience litigating the full range of corporate governance disputes on behalf of both plaintiffs and defendants, in both the corporate and alternative entity contexts.  We routinely litigate founder disputes, majority/minority stockholder disputes, busted deal disputes, post-closing purchase price disputes, partnership and joint venture disputes disputes arising from governing and investment agreements, and both direct and derivative fiduciary-related claims. 

We are equally well versed in other aspects of corporate governance litigation such as books and records actions, challenges to director/officer appointments, and disputes arising from proxy contests. 

Our lack of conflicts compared to larger firms combined with our white-collar investigation experience uniquely positions us to advise board committees, including special litigation committees, in discharging their fiduciary duties.

Our transaction disputes practice is similarly comprehensive.  We regularly bring and defend claims relating to restructurings and complex sale and other change of control transactions.  That includes claims for breaches of representations and warranties, indemnification, and failure to honor earn out obligations. 

Because of our extensive bankruptcy and restructuring expertise, we are frequently engaged to craft creative strategies and solutions for transaction disputes arising from or relating to a party’s financial distress.         

Although we are most often engaged when a dispute is imminent, clients frequently – and successfully – engage us at the outset of a transaction or other significant corporate action to provide advice and to assess and mitigate future litigation risk. 

On the other end of the spectrum, our team has also achieved significant success assisting clients and other counsel both defend and overturn significant decisions on appeal before the Delaware Supreme Court, New York state appellate courts, and various federal courts of appeals.