Directors and Officers Liability

Lawsuits against corporate officers and directors are on the rise, prompted in part by a challenging economic environment.  These director and officer liability actions, including derivative suits, pose challenges to corporate governance and can expose executives to personal liability.  Whether prosecuting or defending, it is critical to have an experienced legal team on your side.

Porzio has the resources, expertise and experience to prosecute or defend claims against corporations and their officers and directors, including:

• Shareholder derivative
• Shareholder oppression and business divorce
• Breach of fiduciary duty
• Fraud
• Corporate waste
• Usurpation of corporate opportunities
• Trade secret misappropriation  

Our director and officer (D&O) liability practitioners best serve the client’s interests by bringing to the table a multi-disciplinary approach that combines both corporate and commercial litigation expertise.  Our corporate practitioners understand the full range of corporate governance issues.  Our D&O liability litigators have real and extensive trial experience – both bench and jury trials – regularly appearing in both federal and state courts, arbitration and mediation proceedings. We have a strong track record of success in settling and adjudicating matters for our clients.

Our clients in this practice area include:

• Insurers that issue D&O liability coverage
• Corporations and other business entities (public, closely-held, and not-for-profit)
• Directors, officers and employees 

Representative examples of our extensive experience and success handling D&O liability prosecution and/or defense include:

• Defended the outside directors of the parent company of an insolvent insurance company who were sued, among others, by the State Commissioner of Insurance on a variety of D&O liability claims, obtaining dismissal by way of summary judgment on behalf of these outside directors at a relatively early stage in the litigation. 

• Obtained temporary restraints and preliminary injunctive relief, followed by achieving a favorable multi-million dollar buyout, for a shareholder, officer and director in a derivative, D&O liability and minority shareholder oppression action. 

• Defended against derivative, corporate waste, breach of fiduciary duty, usurpation of corporate opportunity, and fraud claims, resulting in favorable buyout by the client, co-owner, of the interest of the complaining limited liability company member/co-owner. 

• Represented an outside director of a company whose officers and directors were sued on claims of fraud, breach of fiduciary duty, usurpation of corporate opportunity, trade secret misappropriation and other related claims, resulting in a settlement under which our client was dismissed from the action without any personal contribution or responsibility.