Overview

Averting and resolving entity ownership, governance and corresponding fiduciary duty disputes is a core competency of Levenfeld Pearlstein’s Litigation Practice Group. Whether a business entity is a corporation, limited liability company (LLC), limited partnership (LP), or general partnership, disputes that impair or destroy its ability to function optimally are often those that arise between or among owners, other stakeholders or regulators, and an entity’s directors, officers or majority owners. This is true for privately held and public companies alike. Disputes of this nature, and resulting litigation, sometimes occur in the course of company’s bankruptcy reorganization or liquidation.

Our entity governance and fiduciary liability attorneys regularly assist board committees, corporate directors and officers, LLC managers, and LP general partners in managing and handling claims involving the duties and rigors of guiding and governing their companies under increasingly tight scrutiny and liability exposure. We advise public and private companies, private equity firms, hedge funds, and bankruptcy trustees, in connection with all aspects of corporate governance, director and officer, and other types of fiduciary liability. We also represent accountants and other financial professionals in connection with their contractual and regulatory duties in serving business entities.

In the boardroom, courthouse and in private arbitration, as well as before regulatory commissions, our litigation attorneys excel in defending directors, officers, LLC managers and other fiduciaries from breach of duty claims by corporate, partnership, LLC, regulatory, creditor, and other for-profit and not-for-profit entity stakeholders. To minimize liability of this nature, we also counsel business fiduciaries in meeting their oversight and decision-making duties, and guide and assist them in securing entity indemnification, defense cost reimbursement, and D&O liability insurance on a regular basis.

Our Litigation Practice Group’s engagements in this area have included:

• Acting as corporate governance counsel to directors of privately and publicly held companies, including a publicly held electronics manufacturer in the international gaming industry, and a privately held automobile insurance company.
• Defending directors of public companies in breach of fiduciary duty actions by bankruptcy trustees, creditors, or liquidating trust during or following bankruptcy. Most notably, we defended the former directors of a bankrupt, publicly-traded international paper manufacturing plant design and construction company; a bankrupt international computer chip manufacturing company; and prosecuted former privately held company directors of a supplier to the airline food industry.
• Prosecuting and defending shareholder derivative actions and other breach of fiduciary duty claims by and against joint venture and other general partners, minority and majority shareholders and LLC members in closely held companies in the healthcare, auto racing, beauty and promotional products industries.
• Representing lawyers, a securities brokerage firm and other professionals in avoiding or defending regulatory, malpractice and other breach of duty claims. This included the defense of a tax consulting firm in an action by a tax preparer CPA.
• Advising and defending not-for-profit association directors and officers, including many condominium association boards of directors, an SBA certified small business development company, and a statutorily created consumer public service corporation, in connection with association governance, membership disputes and third-party claims.