Corporate Governance

Officers and Directors in Litigation

Arnold & Porter has one of the leading securities litigation practices in the US. We regularly represent public companies, their directors and officers, as well as special committees and audit committees in class action securities litigation and shareholder derivative litigation. We also represent non-public companies (including private companies, LLCs, and LPs) and investors in non-public companies in a wide variety of governance disputes. The matters we handle include claims or charges of fraud, breach of fiduciary duty, mismanagement and negligence, and/or securities or regulatory violations, which arise out of allegations involving poor corporate governance, improper financial reporting or other public disclosures, accounting errors or irregularities, inadequate internal controls, merger consideration, stock option administration issues, Foreign Corrupt Practices Act (FCPA) violations, insider trading, and stock manipulation issues. We also have particular experience representing clients in parallel government investigations.

Representative Experience

  • Representation of the Board of Directors of Wells Fargo & Co. since 2001 in more than ten state and federal derivative actions arising from mortgage origination and servicing, mergers, taxation, and other corporate developments.
  • Represented the Special Litigation Committee of the Board of Directors of Juniper Networks, Inc. in two shareholder derivative lawsuits. As a result of settlement, the Special Litigation Committee took over the litigation, and the matter was successfully resolved.
  • Represented CNL Lifestyle Properties, Inc. and its Board in a purported class action lawsuit alleging price for shares sold was knowingly inflated and for related breach of fiduciary duties. The claims were dismissed on a motion to dismiss.
  • Represented York Capital in a federal suit alleging breach of fiduciary duty arising out of the failed LBO of the Steve & Barry's retail chain. The claims were dismissed on a motion to dismiss.
  • Represented officers of Chiquita Brands International in shareholder derivative litigation related to Chiquita's payments to Colombian armed groups. Following its investigation, the Special Litigation Committee recommended dismissal of all shareholder derivative claims.
  • Represented Motorola as acquirer in emergency litigation to enjoin a short-form merger of a partially owned subsidiary in conjunction with claims by the subsidiary and shareholders. The subsidiary's claims were dismissed, and the shareholder action was settled on favorable terms.
  • Represented officer defendants in trustee breach of fiduciary duty litigation arising from the bankruptcy of Doctors Community Health Care Corporation n/k/a Envision Healthcare.

Email Disclaimer