Directors’ and Officers’ Liability Litigation

Directors and officers serve in complex and demanding roles. Increasingly, those roles in both public and closely held companies are being challenged by shareholder derivative lawsuits. These cases range from mere distractions to fundamental challenges to the integrity of a company’s decision making.

Directors and officers can also be sued personally by shareholders, partners, board members, creditors, employees, customers, vendors and competitors for a variety of reasons. We offer clients a wealth of experience in these matters, including representation in litigation and presentations to boards of directors and trustees in the context of mergers, acquisitions and other corporate transactions.

Liability lawsuits brought by shareholders and others against directors and officers can threaten the reputations of both the company and the individuals. Directors and officers are also increasingly the target of criminal and other governmental investigations and actions.

Stevens & Lee understands the financial and reputational impact that cases such as these can have on a company, especially when lawsuits arise in the midst of a merger or acquisition. Therefore, we focus on developing a practical, thoughtful and cost-effective defense plan, and our experience permits us to manage these lawsuits to maximize the chances that the deal closes on time.

We regularly represent:

  • The officers and directors who are the targets of claims of breach of fiduciary duty, fraud or misrepresentation;
  • The corporate entity that is a direct target or the nominal defendant in a shareholder derivative action; and
  • Special litigation committees of corporate boards charged with investigating and reporting on shareholder demands.

Often, companies purchase insurance policies to protect their directors and officers from personal exposure to claims. We are experienced at working in the interests of our individual clients while complying with the budgeting, billing and reporting guidelines of their insurance carriers.

This practice group has extensive experience investigating and defending all aspects of complex shareholder derivative matters in federal and state litigation, regulatory enforcement matters and investigations involving:

  • Breach of fiduciary duty
  • Breach of duty of loyalty
  • Securities
  • Corporate governance
  • Insider trading and SEC investigations