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Corporate Governance & Shareholder Disputes

Public and private companies and their shareholders, officers, directors, and advisers are presented daily with questions about corporate governance, financial reporting, or fiduciary issues and, for public companies, SEC compliance. Disagreements among business owners, partners, officers, and shareholders are simply a fact of business life.

Miller Nash Graham & Dunn has focused on these issues for many years and offers extensive experience in advising clients on avoidance and resolution of disputes and, when necessary, prosecuting and defending cases involving corporate governance and shareholder disputes. Our corporate governance and shareholder litigation practice group routinely handles such matters as disputes arising from:

  • SEC reporting and compliance responsibilities, whether routine or in connection with contests for control
  • Buy-sell agreements among owners of closely held businesses
  • Fiduciary compliance for officers and directors of public, private, and nonprofit companies
  • Shareholder derivative actions alleging breach of director and officer fiduciary duties and related claims
  • Claims arising out of corporate takeovers, mergers, acquisitions, and other contests for control in private or public companies
  • Professional liability claims involving accounting or legal malpractice
  • Internal and external investigations associated with fiduciary or other obligations

Our corporate governance litigation practice group comprises many well-known and respected counselors and trial lawyers who have successfully litigated corporate governance and shareholder disputes in the state and federal courts in the Pacific Northwest for decades. They coordinate closely to offer their services to avoid disputes when possible but resolve them when needed through arbitration, alternative dispute resolution, and litigation.

Representative Experience

Tom represented a manufacturing company in a shareholder action alleging breach of fiduciary duties by company directors in connection with a merger. The case was settled while our motion to dismiss was pending.
Successful defense of homeowners association board and the recovery of costs and attorney fees in the face of multimillion-dollar claims. Recovered more than $1 million in attorney fees and costs and disbursements. Plaintiff’s motion for preliminary injunction was denied. Claims against Rippling River Association and its board included breach of fiduciary duty, breach of state statutes relating to homeowners association and master plans, and violation of homeowners association articles and bylaws. The case involved an effort by minority members to take over the board of a homeowners association and recover millions of dollars in damages and attorney fees based on, among other things, failure to obtain proper membership vote for change in voting procedures and election of directors.

Successful defense of board member, including recovery of costs and attorney fees in the face of multimillion-dollar claims for breach of fiduciary duty and related derivative claims. On the first day of trial, after several days of evidentiary hearings, personal damage claims against Ann Widmer (independent director) amounting to more than $6 million were dismissed with prejudice. The court ruled that Ms. Widmer was entitled to mandatory indemnification by the corporation, H. Naito Corporation. Claims included breach of fiduciary duty, derivative claims, and recoupment of attorney fees and costs paid for indemnification against Ms. Widmer and another independent director in connection with a lawsuit by minority shareholders based on breach of fiduciary duties and oppressive conduct.

We achieved trial court dismissal of shareholder derivative claims that executive compensation was excessive and approved in violation of the "say-on-pay" provisions of Dodd-Frank legislation. We represented the directors and officers of a publicly traded bank holding company together with national counsel.
Represented private equity fund in litigation to enforce "drag-along" clause to obtain sale of multimillion-dollar business.