Corporate Governance

GDCR attorneys have significant experience counseling corporate officers, directors and controlling shareholders in ensuring that they discharge their fiduciary duties when making corporate decisions and helping neutralize potential shareholder claims.

Our attorneys also have a wealth of knowledge and experience both in defending officers and directors in shareholder suits, and in pursuing breach of fiduciary duty claims on behalf of shareholders for wrongful conduct by corporate actors. GDCR attorneys have been involved in cases ranging from businesses with thousands of shareholders all the way down to companies having only two shareholders.

The fiduciary duties of good faith, fair dealing and loyalty are at the heart of corporate law. If a business has multiple shareholders – whether they are family members, key employees or outside investors – it is vital that corporate officers, directors and controlling shareholders ensure that they comply with these fiduciary duties in making corporate decisions. Failure to discharge these duties can result in expensive and time-consuming litigation.

Representative matters include:

  • Represented company in reorganization of family-owned companies with multi-generational owners and implemented exit strategy for minority owners.
  • Represented company in court approved merger and reorganization of parent company and subsidiary as part of class action settlement agreement.
  • Represented minority owner in real estate management company and obtained an injunction from Superior Court against majority owners, and threatened action to remove manager.
  • Represented investor group in four related real estate development companies in ousting the founder from the management of a luxury resort development after the founder began committing corporate waste and using corporate assets to pursue his own personal interests.
  • Obtained $3.25 million arbitration award on behalf of minority shareholder who was squeezed and frozen out of an investment advisory firm.
  • Obtained relief from Superior Court on behalf of two retail company shareholders requiring the third shareholder to abide by decisions of the majority. Shortly after obtaining the court order, the company was able to repurchase the third shareholder’s stock on very favorable terms and completely remove him from the company.
  • Represented a family-owned technology firm in a breach of fiduciary duty suit brought by the former CEO and resolved the case favorably for clients prior to the trial.
  • Represented three partners in an accounting firm in the separation from a fourth partner, helping them neutralize threats by the departing partner to seek judicial dissolution of the partnership and sue the remaining partners for breach of fiduciary duty, and assisted the remaining partners with retaining their clients and ensuring the continuity of their existing, successful business.