Directors' & Officers' Liability & Corporate Governance

A company’s directors and officers – once considered above the fray when it came to corporate responsibility – are increasingly on the hot seat by those who closely scrutinize every management decision and action they take. Liability lawsuits brought by shareholders and others against directors and officers can threaten the reputations of both the company and the individuals. Directors and officers are also increasingly the target of criminal and other governmental investigations and actions.

Fox Rothschild has extensive experience defending directors and officers of public and private corporations, not-for-profit organizations and family-owned businesses in claims arising from alleged improper acts in the discharge of their duties and management decisions. Our attorneys are sensitive to their plight and possess a comprehensive understanding of the obligations owed by officers and directors to their constituents as well as the applicable laws governing those responsibilities.

We represent clients in federal and state litigation, injunctions, chancery court matters, regulatory enforcement matters and investigations involving:

  • Breach of fiduciary duty
  • Breach of duty of loyalty
  • Securities
  • Corporate governance
  • RICO
  • Antitrust
  • Fraud
  • Insider trading
  • Shareholder derivative suits
  • Sarbanes-Oxley issues
  • SEC matters
  • Class actions
  • Foreign Corrupt Practice Act (FCPA) violations

In addition, Fox attorneys have long-standing relationships with a number of insurers, who routinely refer sensitive D&O litigation to us involving the defense of leaders of public, private and not-for-profit organizations. Directors and officers can be personally sued by shareholders, partners, board members, creditors, employees, customers, vendors and competitors for a variety of reasons. We offer clients a wealth of experience in these matters, including fiduciary matters, presentations to boards of directors and trustees, claims analysis, recommendation and defense of errors, omissions and misstatements, and claims analysis and defense in the context of mergers, acquisitions and other corporate transactions.