Governance Disputes & D&O Litigation


Ulmer & Berne attorneys have extensive experience representing public and private companies, boards of directors, and individual shareholders, partners, members, directors and officers 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 particularly 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 regional, state and federal 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 regularly defend boards and individual directors and officers in high-profile matters.

We are also 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 represented numerous companies and individuals in regulatory investigations and regulatory enforcement proceedings.

We regularly deal with a wide range of substantive issues, including SOX violations, 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.

Representative engagements include:

  • Securing dismissal on preliminary motion of a Fortune 500 company in class action litigation arising from a merger.
  • Securing dismissal of outside directors in Illinois federal court case stemming from a class action filed against a large financial institution and related individuals that ultimately resulted in a $3 billion jury verdict against remaining defendants.
  • Representing institutional investment shareholders in proxy contests for Ohio corporations.
  • Representation of Special Litigation Committee of the board of directors of a large Illinois utility in connection with demand received as part of a proposed derivative action.
  • Obtaining 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 U.S. Sixth Circuit opinion on removal of a shareholder suit from state to federal court.
  • Successful representation of a former CEO of a Midwest health care company in a contested mediation with a Fortune 100 company supplier.
  • Successfully representing a national bank and its president in 300-plaintiff securities fraud litigation in Florida and Ohio.
  • Securing the seminal U.S. Sixth Circuit decision on the “bespeaks caution” doctrine.
  • Successfully representing the controlling shareholder of a large private company in a control dispute.
  • Successfully representing controlling members of large private LLC in control dispute with minority member.
  • Representing minority shareholders of private companies on breach of fiduciary duty and corporate waste claims.
  • Successfully representing former CFO of bankrupt law firm in bankruptcy trustee’s suit alleging breach of fiduciary duty and negligence.

Press Release Ulmer & Berne LLP is pleased to announce the promotions of five of its attorneys to partner. They include Daniel Gottesman, Richard Hamilton, Jr., Jesse Lipcius, Brad Sobolewski, and Ulmer’s General Counsel, Kenneth Zirm. In addition, Ulmer also elevated associate Evelyn Holmer to counsel. Lipcius is based in...

Target Corporation’s (Target) directors and executive officers can breathe a sigh of relief after a Minnesota federal judge dismissed derivative claims brought against them by Target shareholders, stemming from a data breach in 2013 in which hackers stole credit card and other personal information of tens of millions of Target...

Ulmer & Berne announces that partner Frances Floriano Goins has been appointed Chair of the Director and Officer Liability Committee of the Business Law Section of the American Bar Association (ABA) for a three-year term. ABA Sections and Committees are specialty groups that focus on a unique area of law...

Ulmer & Berne announces that partner Frances Floriano Goins was selected for inclusion in the 2015 Top 250 Women in Litigation, distributed by Benchmark Litigation, and also has been named a Fellow in The Trial Lawyer Honorary Society of The Litigation Counsel of America. Benchmark’s Top 250 Women in Litigation...

Ulmer & Berne LLP announces that four of the firm’s attorneys have been recognized in the 2015 edition of Benchmark Litigation as “State Litigation Stars.” The following Ulmer & Berne attorneys were selected in their jurisdictions: Frances Floriano Goins – State Litigation Star-Cleveland Jeffrey F. Peck – State Litigation Star-Cincinnati...

“Michael Nathan Ungar | Ulmer & Berne LLP” Cleveland Jewish News January 15, 2015 Perennial Super Lawyer Michael Nathan Ungar considers settlement of a dispute embroiling Case Western University among his most memorable cases of 2014. Read the full article »

Ulmer & Berne LLP has been ranked within the top 10 percent of all law firms by The BTI Consulting Group, one of the nation’s leading legal industry research firms, in their recently published 2015 BTI Litigation Outlook report. The firm was selected as a “Litigation Powerhouse” and is named...

Ulmer & Berne LLP was named 2014 Ohio Firm of the Year by Benchmark Litigation at the second annual Benchmark Litigation US Awards held at the Essex Hotel in New York City on January 29, 2014. The US Benchmark Awards were based on a six-month research period involving extensive interviews...

Representative Experience

  • Representing an institutional investment shareholder in a proxy contest for an Ohio corporation.
  • 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.
  • Representing the board of directors of a publicly traded company in a formal investigation.
  • Representing directors and officers in connection with governance and liability issues in bankruptcy proceedings.
  • Representing publicly traded companies and their boards of directors in securities and derivative litigation.
  • Representing numerous companies on issues associated with corporate governance.
  • Representing numerous companies, directors, officers, and shareholders in fiduciary duty and minority shareholder litigation.
  • Representing numerous companies and their boards in regulatory investigations.
  • Early dismissal, through motion to dismiss, of directors of a national bank from shareholder litigation in Ohio state court challenging a corporate merger.
  • Successfully defended directors and officers of a Massachusetts REIT in litigation alleging violations of fiduciary duty and securities fraud which arose in the context of a hostile takeover.
  • Successfully represented directors of an Ohio REIT in opposing and thwarting two successive takeover attempts in part through offensive and defensive litigation strategies, including claims for violation of the federal proxy and takeover laws.