This involves matters concerning corporate governance, liability of officers and directors, rights of minority shareholders, and disputes amongst shareholders, LLC members, and partners. We have handled matters involving “business divorces”, the removal and appointment of directors, stock transfers, inspections of books and records, accountings, and restricted stock. We also have handled shareholder derivative claims.
- Representation of the FDIC regarding D&O and professional liability claims concerning losses of tens of millions of dollars arising out of a failed bank, including issues concerning banking regulations, lending regulations and standards, negligence and breaches of fiduciary duties.
- Represented minority shareholder in litigation arising out of a venture capital group’s acquisition of a majority interest in a specialty food corporation, dilution of the minority shareholder’s interest, and looting of the business.
- Obtained a favorable settlement of a lawsuit for the client, a minority shareholder, board member, and former officer of a corporation that owned and operated a beauty school in claims to force out the shareholder, including issues of appointment of a director, and inspection of books and records. The corporation breached an oral sales agreement to sell the school to minority shareholder, froze her out from participation in the Board of Directors, and terminated her employment as the corporation’s Secretary.
- Defended several celebrity poker players alleged to be shareholders of an on-line poker company in a class action lawsuit in federal court seeking $900,000,000 in damages and restitution based on numerous claims arising out of their alleged shareholder status.
- Defended the President and Chairman of the Board of a publicly held company in a shareholder’s derivative lawsuit alleging claims for stock dilution of minority shareholder’s interests arising out of a reverse merger.
- Defended a financial services advisory business and its founder in a federal securities fraud lawsuit arising out of debt restructuring services.
- Obtained dismissal of RICO claim in a $1,650,000 securities fraud case based on the sale of investments in oil wells in Australia.
- Defended a multi-million-dollar lender liability claim alleging fraud, breach of fiduciary duty and negligence against a major national bank and the former Chairman of the Board of one of its acquired banks.
- Defended an NASD listed environmental inspection company in a lawsuit alleging claims arising out of the purchase and sale of a competitor’s business.
- Represented parties in “business divorce” matters, involving resolving internal disputes amongst LLC members, partners, and shareholders, division of the business assets and liabilities, and dissolution or other disposition of the entity.
- Represented minority shareholder in exit from real estate development business.