Corporate Governance Disputes

Some of the most thorny and contentious disputes arise in connection with the decisions or actions of company management and ownership, such as in a disputed buyout or dissolution, in litigating claims for breach of corporate duties, or in proxy fights.  These disputes often involve complex valuation issues, complicated facts, uncertain damages, and high stakes.  Our experience includes the successful representation of directors, officers and shareholders in cases alleging breach of fiduciary and other duties, shareholders and management in oppression cases, and officials in disputes arising out of disputed corporate elections.

Representative Cases

Stilwell Value Partners v. First Financial Northwest, et al.  Defended claims against inspector of elections alleging improprieties in corporate election following proxy fight; obtained summary judgment dismissing key elements of claims, and then dismissal of all claims with prejudice as part of favorable settlement involving no concessions from client.

Weld v. Dawson, et al.  Defended claims for breach of fiduciary duty, minority shareholder oppression, and violations of Blue Sky laws against senior corporate officer; obtained dismissal of all claims against client on motion to dismiss.

Seelig v. Seelig.  Defended claims and prosecuted counterclaims involving allocation of assets and profits from long-term real estate partnerships; obtained summary judgment prevailing on all claims relating to division of assets and profits, and then negotiated settlement to wind up partnerships and distribute monies accordingly to end litigation.

Garrett v. Swedish Health Services, et al.  Defended group of physicians against claims for breach of fiduciary duty and contractual obligations arising out of joint venture; obtained dismissal of all claims against client by summary judgment and also favorable settlement from co-defendant on affirmative claims.

Investigations regarding Washington Mutual Bank.  Represented former Washington Mutual officers in regard to investigations by FDIC, United States Attorney, and United States Senate Permanent Subcommittee on Investigations regarding failure of Washington Mutual Bank, including testimony before United States Senate subcommittee.

Valley Medical Center Governance Issues.  Undertook detailed analysis of possible conflicts issues for publicly-owned hospital, and prepared a conflict of interest policy for the Valley Medical Center Board of Trustees.

Aexel et al. v. Seattle Financial Group, et al.  Prosecuted claims for breach of fiduciary duty and breach of contract regarding phantom stock rights; obtained favorable settlement.

vCustomer Corp. v. Acorn Ventures Inc.  Defended claims alleging dissenters’ rights arising from company determination of fair value of stock; obtained favorable settlement.

Kerr et al. v. Berlat, et al.  Defended claims alleging shareholder oppression, breach of shareholder agreements and corporate waste and mismanagement, and for appointment of receiver; defeated motion for preliminary injunction and then obtained dismissal of all claims.

Han v. Montage Ventures.  Defended allegations of breach of corporate duties and derivative claims; developed and prosecuted counterclaims for breach of contract and unjust enrichment, and then obtained favorable settlement.

Fuhlendorf v. Isilon Systems Inc.  Defended claims for indemnification and advancement under articles of incorporation and bylaws; obtained favorable settlement.