Corporate Governance

Related Party Transactions

Our attorneys have advised on related party transactions in a variety of contexts. Related party transactions can present some of the thorniest and most sensitive corporate governance issues. They arise when corporate insiders (directors, officers, and major shareholders) or their relatives or associated persons enter into business transactions with the company. State corporation laws long have recognized the potential conflicts of interest inherent in these transactions, and prescribe approaches for their approval to avoid the common law doctrine that some of these transactions may be void or voidable. However, the range of issues presented by related party transactions is much broader, and may include, among other things, SEC disclosure issues, compliance with stock exchange requirements, and regulatory issues in certain regulated industries. They also present fertile ground for shareholder litigation.

Representative Experience

  • Represented the Board of Directors of Survival Technology, Inc. in its acquisition of its 61% shareholder at a time that its chief executive officer also served as chief executive officer of the shareholder.
  • Represented the Board of Directors of a multi-billion dollar community bank in an internal investigation and related bank regulatory proceedings arising out of real estate leases and the procurement of services from the bank's chief executive officer and his wife.
  • Represented the Board of Directors of a large privately held company in connection with an issuer tender offer that had the potential to increase the stock ownership of its largest shareholder to a majority position.
  • Advised the founder and principal shareholder of a major European airline in a dispute with the company's Board over a substantial order for additional aircraft, including advice regarding various UK corporate governance issues.
  • Represented the independent directors of an educational nonprofit in the sale of substantially all of its assets to a for-profit entity controlled by a minority group of the nonprofit's directors.

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