Practice Areas

Corporate Governance Litigation

G&E is a leader in the field of corporate governance, with global experience in protecting the rights of shareholders and enforcing fiduciary responsibility. In fact, Managing Director Jay Eisenhofer and Director Michael Barry quite literally wrote the book on shareholder activism. Their publication, Shareholder Activism Handbook, is a plain-English reference that provides clear, in-depth answers to many common questions faced by investors and investment managers in a variety of matters related to corporate governance and securities.

Headquartered in Wilmington, Delaware, G&E is well-known to the Delaware courts representing public and private clients in litigation arising under Delaware law—including issues of Delaware corporate law and the methods by which institutional investors can enforce their rights and influence corporate management, such as proxy voting. The Firm has litigated more than 150 cases before the Delaware Chancery Court, and has achieved eight of the ten largest settlements in the Court’s history. With its particular expertise in corporate governance matters involving Delaware corporations, G&E is well prepared to advise its clients regarding not only the current state of the law, but also recent developments and legislative initiatives on the horizon.

G&E has successfully used class and derivative litigation to achieve consider benefits for shareholders in connection with corporate transactions and breach of fiduciary duty claims. G&E reached a $175 million settlement against the current and former officers and directors of McKesson Corporation—which also provides for governance reforms concerning Board oversight and compliance; a $153.75 million settlement against former directors of Freeport-McMoRan for breaches of fiduciary duties—one of the largest settlements of derivative shareholder litigation in the history of the Delaware Chancery Court; and a $922 million settlement against UnitedHealth Group regarding options backdating—the largest settlement in the history of derivative litigation in any jurisdiction. G&E also obtained a $420 million settlement against the directors and majority stockholder of Digex, Inc., which amounted to the largest reported derivative settlement in the history of the Delaware Chancery Court. G&E also served as lead trial counsel for institutional shareholder plaintiffs in the Facebook class action over the company’s plan to issue nonvoting stock. Just days before the trial was set to begin, Facebook’s Board of Directors decided to abandon the reclassification—a complete win for the plaintiffs and the class. Additionally, G&E served as lead trial counsel for Dole Food Company’s public stockholders in the Delaware Chancery Court—following a nine-day trial, the court found that defendants breached fiduciary duties to the class, and held them liable for damages in excess of $150 million. G&E has also achieved many landmark decisions in litigation over companies’ corporate governance practices, including the seminal case enabling proxy access for shareholders to nominate director candidates, and the pioneering case that invalidated “dead hand” shareholder rights plans.

View Representative Corporate Governance Cases

Global experience in protecting shareholder
rights and enforcing
fiduciary responsibility

McKesson
Governance reforms concerning
Board oversight and compliance
Facebook
Lead trial counsel and complete
win for plaintiffs and the class
Freeport-McMoRan
$153.75 million settlement for
breaches of fiduciary duties
UnitedHealth Group
Largest settlement in the history of derivative litigation in any jurisdiction
Digex, Inc.
Largest reported derivative settlement in Delaware Chancery Court history

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