Director and Officer Corporate Governance

Whiteford, Taylor & Preston has teamed seasoned bankruptcy and corporate restructuring attorneys with experienced commercial litigators to advise clients who have been harmed by corporate fraud, greed, and the mismanagement of directors and officers.

WTP attorneys regularly represent trustees, corporate entities, shareholders, investors, creditors, and creditors' committees in direct and derivative actions against directors and officers for breaches of fiduciary duties, self-dealing, corporate waste, fraudulent transfers, improper corporate governance, fraud, securities violations, and/or other misfeasance. The firm has substantial experience in handling such matters and is adept at prosecuting cases ranging from complex, multi-state actions involving public companies to matters concerning close corporations. We handle internal and external investigations and cases in federal and state courts nationwide, offering innovative and flexible fee arrangements. A feature story in the Wall Street Journal reported that a settlement we achieved in a case we prosecuted was believed to be the largest out-of-pocket settlement by corporate directors in U.S. history.

Having litigated many cases from the plaintiff's perspective, WTP attorneys have extensive practical knowledge of how claims against officers and directors are litigated and resolved, and thus, we are well-positioned to defend such claims. Accordingly, we have extensive experience in defending fiduciary liability claims and also regularly advise directors and officers of the fiduciary duties they owe to the companies they serve, including how those duties may change in financially troubled times. Our attorneys also represent directors and officers in the defense of civil, administrative, and criminal investigations and lawsuits, including those involving compliance with the Sarbanes-Oxley Act, the Securities Act of 1933, and the Securities Exchange Act of 1934 (Section 10b-5).

Client Alert: Delaware Supreme Court Decision Puts Boards on Notice Regarding Duty to Review Risk

A recent Delaware Supreme Court decision has put boards on notice of their duty to review the risks facing their companies, regularly review, monitor, and oversee those risks, establish reporting systems from management to the boards, and fully document those efforts in minutes and board materials.  Failure to do so can expose a director to personal liability.