When a board decision, a deal, or a control fight ends up in court, the questions are sharp and the timelines are short. We represent boards, management teams, stockholders, and companies in corporate governance disputes, including matters in the Delaware Court of Chancery. Our focus is protecting the decision-makers and the deals while keeping the business itself running through the fight.
Fiduciary Duty and Governance
We handle fiduciary duty claims against directors and officers, entire fairness challenges to conflicted transactions, Section 220 books-and-records demands, advancement and indemnification disputes, and stockholder derivative actions. Whether we are defending a board's judgment or pressing a claim on behalf of stockholders, we build the record around the process that was actually followed and what the governing standard of review demands.
M&A and Deal Litigation
Deals draw lawsuits. We litigate actions to enjoin a transaction, post-closing damages claims for breached representations, appraisal proceedings over fair value, challenges to deal-protection devices, and disclosure claims. These cases move on compressed schedules with expedited discovery, so we are organized to brief and argue them quickly without losing the factual detail that decides them.
Stockholder and Control Disputes
We represent companies and stockholders in fights over voting rights, stockholder and shareholder agreements, control of the board, class certification, and settlement approval. For technology companies in particular, we are comfortable with the cap-table mechanics, preferred-stock terms, and founder arrangements that often sit at the center of these disputes.