Directors & Officers Litigation
Director & Officer, or “D&O”, litigation involves claims for liability made against directors and officers of public and private corporations. Our Litigation Group routinely represents directors and officers in derivative and class actions arising out of tender offers, going private transactions, mergers and acquisitions and securities anomalies. We have wide-ranging experience in all types of litigation involving the duties and responsibilities of directors and officers, including D&O litigation in state and federal court, derivative suits, creditor or trustee claims in bankruptcy, shareholder demand letters and Special Committee investigations. We also assist corporations, directors and officers and insurance companies with coverage issues related to directors & officers’ policies. We work closely with D&O insurance carriers to keep them advised with respect to such matters.
Our D&O Litigation Group, often, leverages our sophisticated shareholder activist, public securities, M&A and capital markets practices to represent clients in litigation and advice arising from proxy disclosures, hostile offers, poison pills, busted or troubled deals, shareholder suits, SEC, exchange or regulatory inquiries, post-closing adjustments, alleged breaches of fiduciary duties, appraisal actions, books and records actions and challenges to corporate governance.
- Leopold v. United Capital Corp. (Sup. Ct. N.Y. Co. 2011). Represented directors in class action breach of fiduciary duty case arising from Company’s “go dark” strategy.
- KDW Restructuring v. Greenfield (S.D.N.Y. 2011). Represented former directors of Jennifer Convertibles Inc. in breach of fiduciary duty suit.
- Aris Multi-Strategy Fund, L.P. v. Accipiter Life Sciences Fund II (QP), L.P., 89 A.D.3d 454, 933 N.Y.S.2d 202 (N.Y. App. Div. 1st Dep’t 2011). Represented corporate officer and general partner in claims arising from hedge fund collapse; all claims dismissed.
- Phillips v. Accipiter (Sup. Ct. N.Y. Co. 2011). Represented corporate officers, general partner and related funds under New York and Delaware law; 25 claims dismissed except for a single claim of alleged gross negligence. Case is on-going.
- Gerstner and Phelps v. DSCI, et al (D.N.J. 2009). Represented two former directors in closely held defense contracting company. Obtained TRO and preliminary injunction restoring one director’s board membership and both directors’ stock holdings. Successfully settled for significant buyout premium.
- Phillips v. Accipiter (Sup. Ct. N.Y. Co. 2009). Represented corporate officers, general partner and related funds under New York and Delaware law; all claims dismissed.
- Mancheski v. Gabelli (Sup. Ct. Westchester Co. 2008). Represented director in shareholder suit.
- Charming Shoppes Inc. v. Crescendo Partners II, L.P., 557 F. Supp. 2d 621 (E.D. Pa. 2008). Represented director nominees in antitrust, securities litigation.
- In Re Cablevision Systems Corporation Options Backdating Litigation (Sup. Ct. Nassau Co. 2006-2007). Represented corporate adviser in derivative litigation.
- Adamson Apparel v. Feiner (C.D. Cal. Bankruptcy Ct. 2006). Represented corporate officers in breach of fiduciary duty, fraudulent conveyance claims. All claims dismissed on summary judgment.
- Palladium Partners v. Gaon (D.N.J. 2005). Represented former directors of public corporation in a securities fraud case.
- Roselink Investors, L.L.C. v. Shenkman, 386 F. Supp. 2d 209 (S.D.N.Y. 2004). Represented directors in breach of fiduciary duty claim arising out of Internet company’s collapse.
- NASD v. WIN Capital (NASD 2003). Represented broker/dealer and its officers in 3-day enforcement proceeding alleging violation of Section 10(b)(5) and related regulations; decision for respondents.
- Greenberg v. Chrust, 198 F. Supp. 2d 578 (S.D.N.Y. 2002). Represented investor in suit against corporate officers.
- Winkler v. Wigley, No. 00-7624, 2000 WL 1786345, 242 F.3d 369 (Table) (2d Cir. Dec. 6, 2000). Represented corporate consultant in 10b-5 litigation over secondary liability.
- Lone Star Steakhouse & Saloon, Inc. v. Adams, 148 F. Supp. 2d 1141 (D. Kan 2001); 169 F. Supp. 2d 1197 (D.Kan 2001). Represented corporation in suit against director nominee.
New York State Supreme Court, Commercial Division, ruled in favor of Olshan clients, including Accipiter Capital Management, LLC, stating that a lack of damages and the Delaware business judgment rule blocked an investor's claims of grossly negligent management of her hedge fund interests.