Corporate Governance Disputes

  • Mediated a minority shareholder action against controlling shareholder in an Indian Ocean resort, alleging breach of fiduciary duty and related claims based on disappointing financial results, which the controlling shareholder argued were based on external factors.

  • Mediated a corporate governance dispute among the board members of a nonprofit religious corporation, concerning disputed bylaws, disputes concerning the removal of certain board members, accounting for donations, and transparency measures regarding advisory committees.

  • Mediated internal corporate dispute among the owners, officers and directors of a closely held corporation, resulting in competing breach of fiduciary and derivative claims seeking removal of directors and damages arising from alleged usurpation of corporate business opportunities, and alleged wrongful salaries, bonuses, and extravagant expenses.

  • Mediated family business and corporate governance dispute among various family members over management of freight delivery and broker businesses as well as breach of contract concerning sale of shares by father.

  • Mediated corporate governance and stockholder action involving inspection of books and records, derivative claims for truth in lending violations and financial irregularities, redemption of stock and damages related to unallocated stock options.

  • Mediated derivative lawsuit against a religious non-profit corporation regarding various corporate governance procedures including board membership and elections, accounting conrols and other internal controls.

  • Handled related matters arising from the settlements of a derivative claim for no consideration on the eve of a savings bank holding company bankruptcy arising from junk bond losses and failed consumer loan portfolios, causing over $100 million in damages, leading to litigation against former officers and directors, attorneys and derivative plaintiffs. There were two separate legal malpractice claims made against the company’s legal advisor and its litigation counsel in the derivative action. The matters were resolved through settlements totaling $55 million.

  • Handled a derivative claim matter involving an ocean marine service company arising from a settlement with the U.S. government of a Foreign Corrupt Practices Act Claim.

  • Handled a matter involving a mismanagement claim by a minority shareholder against the corporate directors which had been filed without a prior shareholder demand on the board.

  • Handled a matter involving a national accounting firm and one of its partners in a $15 million action for accountant malpractice, breach of fiduciary duty, fraud and racketeering, involving tax planning and financial statement work for two British Virgin Islands corporations that invested in U.S. real estate. There were issues regarding the membership of the Board of Directors, whether a pre-litigation demand was made on the Board, and the status of the claims given a revocation of the corporations’ operating status.

  • Handled a matter involving a national accounting firm and two of its partners in a $15 million lawsuit arising out of the failure of a Scottsdale life insurance company and an associated insurance service agency. The plaintiff alleged accountant malpractice, negligent misrepresentation and interference with contractual relations, claiming that there were audit failures and accounting errors. There were significant corporate governance issues regarding whether the plaintiff shareholder and officer could bring the claims or whether they were corporate claims requiring a derivative suit and pre-suit demand.

  • Handled several matters which included advice to directors, controlling shareholders, venture capital firms and investment bankers concerning their fiduciary duties in a sale of the business or a merger and acquisition transaction.

  • Mediated a Board of Directors dispute over conduct of single director of an association, leading to notice of expulsion of membership and threatened litigation for corporate code statutory violations and breach of fiduciary duty.

Attorney Advertising

Prior results do not guarantee a similar outcome.

  • w-facebook
  • w-blogger
Tel. (415) 772-0900
Cell: (650) 804-8300