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Practice Areas
Corporate Governance and Shareholder Rights
The Corporate Governance and Shareholder Rights Practice Group at
Bernstein Litowitz Berger & Grossmann LLP prosecutes derivative actions, claims for breach of fiduciary
duty, and proxy violations on behalf of individual and institutional investors in state and federal courts
throughout the country. The Practice Group has prosecuted actions challenging numerous highly publicized
corporate transactions which violated fair process and fair price, and the applicability of the business
judgment rule, and has also addressed issues of corporate waste, shareholder voting rights claims, and
executive compensation.
The Group is currently pursuing numerous claims challenging the improper
"backdating" of executive stock options, which have resulted in windfall undisclosed compensation to
executives, at the direct expense of shareholders. The Group also represents institutional clients in
lawsuits seeking to enforce fiduciary obligations in connection with Mergers & Acquisitions and
?Going Private? transactions that deprive shareholders of fair value when participants buy companies
from their public shareholders ?on the cheap.? Although enough shareholders accept the consideration
offered for the transaction to close, many sophisticated investors correctly recognize and ultimately
enjoy the increased returns to be obtained by pursuing appraisal rights and demanding that courts
assign a "true value" to the shares taken private in these transactions.
The attorneys in this Practice Group have up-to-date knowledge of
changing SEC rules and regulations on corporate governance issues, a comprehensive understanding
of a wide variety of corporate law transactions and both substantive and courtroom expertise in
the specific legal areas involved.
As a result of the firm's high profile and widely recognized capabilities,
the Corporate Governance Practice Group is increasingly in demand with institutional investors who are
exercising a more assertive voice with corporate boards regarding corporate governance issues and the
board's accountability to shareholders.
For example, BLB&G represented the New York State Common Retirement Fund, CalPERS
and LACERA, among others, in the
Columbia/HCA Healthcare
derivative action, achieving groundbreaking corporate governance reforms.
See the Our Results
section to read about the firm's work at the forefront of the
corporate governance reform movement.
If you believe you have been victimized by a breach of fiduciary duty or by
proxy violations by an officer or director of a company in which you have
investments, please contact us by filling out the form at our
Contact Us page or by direct e-mail at
blbg@blbglaw.com.
Have a question relating to our
fields of expertise?
See answers to Frequently Asked Questions.
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