Corporate Governance

Ulmer & Berne attorneys have extensive experience representing public and private companies, boards of directors, investment companies, broker-dealers, banks and individuals, as well as institutions, shareholders and partners in governance disputes and director and officer (D&O) litigation. The breadth of our client base, from large national and multinational corporations to individuals; has made us sensitive to the specific needs of each client.

We litigate governance and D&O disputes in state and federal courts and alternative dispute resolution forums throughout the nation. Through motions and appeals, our attorneys have obtained favorable decisions for our clients that have shaped securities law in the U.S. Sixth Circuit courts. We have achieved a high level of success in securing early dismissals through motion practice and favorable settlements of cases against directors and officers prior to trial. We are not solely writers and negotiators, however; we bring an unusual depth of hands-on trial experience to the process. Our experience enables us to analyze these disputes quickly and efficiently, and to work with our clients to determine the best strategy to achieve success in each unique situation.

Governance disputes and D&O claims are by nature complex. Our litigators and support staff have years of experience in putting together efficient trial teams and handling complicated discovery issues. We are knowledgeable about the special practice rules that govern derivative and class action litigation. As regular participants in this litigation arena, we are familiar with the major plaintiffs’ law firms and can give our clients guidance as to their likely tactics and strategies. We have substantial experience dealing with D&O carriers and advising clients on coverage issues in appropriate situations.

Disputes among shareholders or partners can involve not only sophisticated legal issues, but also highly charged emotions. We recognize that, in this type of litigation, careers are made and broken and reputations are on the line. Ulmer & Berne litigators have successfully resolved such disputes for clients ranging from large corporate entities to closely held companies and partnerships. Our attorneys also regularly defend boards and individual directors and officers in high-profile matters. We are experienced in representing special litigation committees and conducting internal company investigations. We counsel directors on corporate governance issues that may deflect potential disputes, or that arise in connection with litigation. We have also represented numerous companies and individuals in regulatory investigations and regulatory enforcement proceedings.

We regularly deal with a wide range of substantive issues, including revenue recognition and financial fraud, risk disclosure, conflicts of interest, insider trading, market manipulation, misleading statements and practices, executive compensation, and fiduciary duty in governance and D&O litigation.

Our recent and current engagements include:

  • Representing an institutional investment shareholder in a proxy contest for an Ohio corporation
  • Early dismissal, through motion to dismiss, of directors of a national bank from shareholder litigation in Ohio state court challenging a corporate merger
  • Securing the seminal Ohio opinion on removal of a shareholder suit from state to federal court
  • Successfully representing a national bank and its president in securities fraud litigation in Florida and Ohio

Representative Experience