DLA lawyers are at the forefront of corporate governance disputes. By corporate governance disputes we mean shareholder litigation, entity control disputes, and challenges to M&A and other strategic transactions. We have experience with plaintiff and defense-side derivative and class actions, takeover battles, proxy contests, books and records demands, founder disputes, and disputes between stockholders. When contested corporate governance matters arise, clients often turn to their corporate counsel for litigation assistance. Our clients make a different choice. DLA, as a litigation firm, approaches these cases from day one as trial lawyers and, for that reason, among others, is seen by in-house corporate counsel as feared opponents in litigation.
We excel at the fast-moving, expedited litigation that oftentimes characterizes corporate governance disputes. From the start, we craft the legal strategy with a single-minded focus on developing the best possible record to win at trial, whether or not trial is the ultimate goal. We bring a unique perspective gained from litigating on both sides of the “v.” – unlike our peer firms, we regularly represent both plaintiffs and defendants in derivative and class action corporate governance matters. Too often, defendants in corporate governance disputes mount technical defenses that will not play well at trial and assume that plaintiffs will ultimately settle. We do not make the same mistake. Instead, we quickly marshal and develop the strongest possible factual record and then focus on developing a consistent narrative for our clients. This approach maximizes the prospects for success at trial or of achieving a favorable settlement for our clients pre-trial. And it has enabled us to achieve major post-trial victories in bet-the-company cases (both defense and plaintiff side) and market-setting settlements.
We always work seamlessly with the client’s existing corporate counsel to advance the client’s best interests in litigation.
Oftentimes governance disputes can span multiple forums, and we have unparalleled expertise in pursuing or defending multi-forum litigation to obtain the best possible results for clients. We pride ourselves on thinking outside the box and will work with our clients to develop a strategy that maximizes the prospects for achieving their strategic objectives while minimizing management distraction.
While skilled in the courtroom, we are regularly brought in to provide litigation counsel to clients to facilitate their business objectives in corporate deals and to resolve pre-litigation governance disputes. Clients often consult us before or at the outset of a deal or potential strategic transaction, either in anticipation of litigation or simply because they value our perspective, expertise, and experience, and we often work side-by-side with clients’ transactional teams to develop strategies to maximize leverage in pre-litigation disputes, to minimize litigation risk, or to best position the client for success if future litigation should arise.
We have had unparalleled success handling corporate governance disputes in the following areas:
- Prosecuting and defending books and records demands
- Asserting and defending fiduciary-related claims on behalf of directors and controlling shareholders
- Plaintiff and defense-side shareholder class actions
- Plaintiff and defense-side derivate suits
- Majority/Minority shareholder disputes
- Founder disputes
- Disputes arising out of limited liability company, limited partnership, and investor agreements
- Disputes related to changes in control
- Litigation arising out of proxy fights
- Leveraged buyouts, restructurings, and large complex sale and merger transactions
- M&A related litigation
- Tender offer litigation
- Representing special committees of outside directors
