G&E is a national leader in the field of corporate governance, and has vast experience in protecting the rights of shareholders and enforcing fiduciary responsibility. In fact, Managing Director Jay Eisenhofer and Director Michael Barry quite literally wrote the book on shareholder activism. Their publication, Shareholder Activism Handbook, is a plain-English reference that provides clear, in-depth answers to many common questions faced by investors and investment managers in a variety of matters related to corporate governance and securities.

Headquartered in Wilmington, Delaware, G&E is well-known to the Delaware courts representing public and private clients in litigation arising under Delaware law—including issues of Delaware corporate law and the methods by which institutional investors can enforce their rights and influence corporate management, such as appraisal remedies and proxy voting. The Firm has litigated more than 150 cases before the Delaware Chancery Court, and has achieved seven of the largest settlements in the Court’s history. With its particular expertise in corporate governance matters involving Delaware corporations, G&E is well prepared to advise its clients regarding not only the current state of the law, but also recent developments and legislative initiatives on the horizon.

G&E has successfully used class and derivative litigation to achieve considerable benefits for shareholders in connection with corporate transactions and breach of fiduciary duty claims, including a $153.75 million settlement against former directors of Freeport-McMoRan for breaches of fiduciary duties—one of the largest settlements of derivative shareholder litigation in the history of the Delaware Chancery Court, and a $922 million settlement against UnitedHealth Group regarding options backdating—the largest settlement in the history of derivative litigation in any jurisdiction. G&E also obtained a $420 million settlement against the directors and majority stockholder of Digex, Inc., which amounted to the largest reported derivative settlement in the history of the Delaware Chancery Court. G&E has also achieved many landmark decisions 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.

View Representative Corporate Governance Cases