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Corporate Governance

Our firm's Corporate Governance practice advises corporate boards, special committees, and individual officers and directors regarding their fiduciary duties in situations involving financial distress, insolvency, restructuring, or bankruptcy. These situations often involve competing interests, difficult decisions, and stakeholder demands that are impossible to reconcile. The law surrounding the duties of officers and directors of a financially distressed or insolvent company is evolving, and it is important to have counsel who are up to speed on the most recent developments. We help our clients navigate these complex situations so that they are able to follow appropriate procedures, comply with their duties, maximize value for stakeholders, and at the same time protect their own interests. Situations involving financial distress or bankruptcy sometimes result in litigation against officers and directors, as aggressive creditors, trustees, and committees second-guess judgments that were made, seek leverage, and look for every possible source of recovery. We are experienced at defending these claims, and we have a track record of success in doing so.

Experience Highlights

  • HelpMeSee Inc., a cataract surgery charity, in an American Arbitration Association arbitration in New York involving breach of contract, breach of fiduciary duty, fraudulent inducement, conversion and copyright infringement claims.
  • National Union Fire Insurance Company of Pittsburgh, Pa., as lead counsel, in director and officer insurance-related litigation filed in the Eastern District of Virginia Bankruptcy Court in the Health Diagnostic Laboratory bankruptcy proceedings.
  • Andreessen Horowitz, one of Silicon Valley's most prominent venture capital firms, and one of its partners, in governance-related litigation pending in the Delaware Chancery Court and Delaware Bankruptcy Court arising out of the firm’s investment in Jumio, Inc.
  • Major Investors in governance-related litigation against certain directors and former directors of Zetta Jet.
  • Madhu Vuppuluri (Former CEO of debtor Essar Steel Minnesota LLC) in defense against a 32-count complaint seeking damages in excess of $1 billion.
  • American Capital Ltd. and Various Directors against claims for breach of fiduciary duty and other business torts brought by bankruptcy trustee of failed portfolio company.
  • Ares, ACAS and Various Directors in bankruptcy and restructuring matters and in related litigation throughout the United States including, most recently, in governance-related litigation arising from New England Confectionary Company bankruptcy case.
  • Directors regarding breach of duty claims filed in the Delaware Bankruptcy Court in the Allied Systems Holdings, Inc. Chapter 11 proceedings.
  • Investment Funds and Their Principals in defense against breach of duty, equitable subordination and recharacterization claims asserted in the Steve & Barry's bankruptcy case in the Southern District of New York.
  • Private Equity Fund and individual directors in defense against breach of fiduciary duty claims filed by a bankruptcy trustee, arising from a failed leveraged buyout.