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Corporate Governance & Shareholder Disputes

Our corporate governance litigation team has extensive experience helping corporations and shareholders resolve their disputes effectively and efficiently. We represent shareholders, corporations, and directors in private and family business and public corporations. We also represent nonprofit corporations.

We have experience with all types of disputes, including breach of fiduciary duty claims, minority shareholder oppression, "freeze outs," securities violations, corporate indemnification of officers and directors, and insurance claims. Our litigation group regularly works with Miller Nash Graham & Dunn corporate and business attorneys to provide risk mitigation advice to our clients.

Historically, our attorneys have successfully represented plaintiffs and defendants in some of the highest profile corporate governance and shareholder litigation claims in Oregon.

Representative Experience

Recovery and corporate governance changes arising from two federal cases filed in the Western District of Oklahoma. Local newspaper reported the cases resulted in the largest recovery in the more than 140 year history of the law firm. Cases involved claims by a 50 percent shareholder against another 50 percent shareholder arising from claims for breach of contract, breach of good faith and fair dealing, breach of fiduciary duty, and waste and mismanagement.
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.

Successfully represented board of homeowners association for golf course and resort in derivative action. Also obtained insurance proceeds from directors and officers liability insurer in related federal coverage case.
Represented plaintiff who brought derivative claims on behalf of the company and also alleged shareholder oppression against 50 percent partner.