Directors & Officers (D&O) Litigation

Gordon & Rees' trial and litigation attorneys regularly defend corporate officers and directors against actions and claims asserting breach of fiduciary duty, improper corporate governance, self-dealing, fraud, negligence and other allegations of misfeasance.

Our attorneys have extensive practical knowledge of how claims against officers and directors are litigated and resolved. The firm aggressively defends such actions and, where appropriate, seeks resolution through motion practice and negotiation. Gordon & Rees' trial lawyers are also experienced in defending such actions through trial and appeal.

D&O litigation frequently involves class action allegations and alleged violations of federal and state securities laws and unfair trade practices laws. The firm has substantial expertise in handling such matters and is adept at defending cases that range from complex, multi-state actions to close corporation internal disputes. Attorneys in the D&O litigation group frequently speak on new legal developments, such as handling of litigation under the Class Action Fairness Act of 2005.

The firm is a trusted advisor to corporate management teams and boards of directors who seek to guard against corporate impropriety and compliance with state and federal laws, including the Sarbanes-Oxley Act of 2002. Our attorneys help management teams ensure they govern within the highest standards of corporate responsibility.

Recent D&O matters which have been litigated by the firm include the following:

• Defend corporation, officers and directors against claims of alleged self dealing, breach of fiduciary duty and negligence involving private stock acquisition. (Los Angeles Superior Court.)
• Defend corporation, CEO and director from action alleging rescission of stock purchase agreement and breach of fiduciary duty following merger transaction (Santa Clara Superior Court).
• Defend corporation and officers/directors against action arising from advertising contract and unfair trade practices claims (Central District of California).
• Defend private corporation and officers/directors in lawsuit for alleged breach of merger agreement and interference with economic advantage (Contra Costa Superior Court).
• Defend private company and officers/directors against claims of alleged self-dealing and oppression arising from asset sale of company (Private Arbitration, Portland, Oregon).
• Defend public company CEO against claims for breach of fiduciary duty, misrepresentation and rescission arising from three-way merger transaction (Multnomah Circuit Court, Oregon).
• Provide coverage counsel to insurer in coordinated federal securities class actions against insured public company and officers and directors arising from restatement of earnings (Northern District of California).
• Defend officers and directors against five consolidated class actions alleging federal and state law securities violations (Central District of California).
• Defend officers and directors against alleged fraud and state common law claims arising from public offerings (San Diego Superior Court).
• Defend officers and directors against federal and state class action securities claims arising from public offerings (San Diego Superior Court).
• Defend officers and directors of securities firm in National Association of Securities Dealers arbitration arising from bond offerings (NASD).
• Defend public company officers and directors from class action state law claims for alleged breach of fiduciary duty during securities purchase/merger transaction (San Diego Superior Court).
• Defend public company and officers and directors against four shareholder class actions based on alleged violations of federal securities laws (U.S. District Court, Southern District of California).
• Defend corporation and officers and directors against class action federal securities law claims arising from representations in proxy statement/prospectus (Central District of California).
• Defend company against alleged state securities claims arising from stock for lease transaction (Santa Clara Superior Court).
• Defend officer and private company against state securities law claims arising from sale of stock and note transaction (Santa Barbara Superior Court).
• Defend agent/shareholder against claims by corporation for alleged avoidance of stock grant transaction (San Diego Superior Court).

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