Practice Areas » Corporate Governance
G&E’s experience in advising institutional investors with respect to corporate governance matters is second to none. The Firm has successfully used shareholder class and derivative litigation to achieve considerable benefits for shareholders in connection with corporate transactions and breach of fiduciary duty claims, including a $115 million settlement against former executives of AIG for breaches of fiduciary duties ― the largest settlement of derivative shareholder litigation in the history of Delaware Chancery Court; a $420 million settlement against the directors and majority stockholder of Digex, Inc. for allegedly permitting the majority shareholder to usurp a corporate opportunity that belonged to Digex ― the largest reported settlement in the history of the Delaware Chancery Court; and a settlement against the board of Caremark Rx Inc., requiring the board to renegotiate a merger between Caremark and CVS, Inc., resulting in an additional $3.19 billion in cash consideration.

The Firm has achieved many landmark decisions and/or settlements in litigation over companies’ corporate governance practices, including the seminal case enabling proxy access for shareholders to nominate director candidates and the pioneering case that invalidated “dead hand” shareholder rights plans. The Firm has also achieved significant victories in the area of back-dated options.

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G&E regularly is consulted by some of the world’s largest public pension funds as well as strategic investors, including hedge funds, in connection with strategic initiatives at particular companies, as well as general policies and practices that may impact the investor’s entire portfolio.

As Delaware law practitioners, G&E has particular expertise in corporate governance matters involving Delaware corporations. In this regard, G&E is well prepared to advise its clients regarding not only regarding the current state of the law, but also recent developments and legislative initiatives on the horizon.

Outside of the litigation context, G&E provides clients with a full spectrum of services relating to shareholders’ rights. G&E regularly counsels clients regarding their rights with respect to annual meetings and corporate governance. G&E represents institutional investors in preparing and advocating the adoption of shareholder proposals and bylaws for publicly traded companies. These bylaws have addressed such issues as executive compensation, director classifications, shareholder access to company proxy statements, and shareholder rights plans. In this regard, G&E regularly writes and facilitates the introduction of these resolutions, and actively defends resolutions in response to “no-action” requests made by corporations before the SEC. When necessary, G&E has prepared the requisite filings for “exempt solicitations” in accordance with relevant SEC rules. G&E also counsels its clients with respect to their rights to inspect corporate books and records under state law and, when necessary, prosecutes actions to enforce shareholders’ inspection rights.

Shareholder Activism Handbook

G&E Directors Jay Eisenhofer and Michael Barry literally wrote the book on shareholder activism. The Shareholder Activism Handbook (Aspen) is a comprehensive guide for shareholders on all matters relating to shareholder activism. The Handbook is a plain-English treatise that provides in-depth analysis of the legal ramifications of shareholder activism. It provides guidance in matters ranging from the establishment of a corporate governance program and proxy fights to the shareholders’ role in corporate and securities litigation.

As a comprehensive resource for shareholders regarding their legal rights as the owners of American corporations, the Handbook explains the often contentious relationship between shareholders and the management of the companies they own, and outlines the legal rights of shareholders in matters such as corporate governance, derivative litigation, class action litigation and merger transactions.

The Handbook provides clear answers to many common questions faced by investors and investment managers in a variety of situations.

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