Focused On Clients, Committed To Results

Shareholder Derivative Actions

The Firm considers derivative litigation to be a component of active corporate governance engagement. Derivative actions can be an important tool to remedy misconduct by corporate fiduciaries. The Firm has a robust shareholder derivative department which represents shareholders in both high profile cases and smaller disputes. Corporate governance reform is often the objective in these suits, ranging from executive compensation abuses to related-party transactions. In settling derivative litigation, Kessler Topaz strives not only to recoup corporations’ financial losses for the benefit of all shareholders, but also to achieve corporate governance changes that will hopefully prevent similar misconduct from recurring, strengthen the company, and make the board of directors a more effective and responsive representative of shareholder interests. The Firm has recovered millions of dollars from wayward fiduciaries in these matters, which have included actions challenging the "backdating" of stock options (Monster, Comverse), cases alleging violations of executive compensation plans (United Therapeutics), and a historic trial victory against a controlling shareholder (Southern Peru Copper). The Firm has also forced companies to institute groundbreaking corporate governance reforms regarding accounting and internal controls, shareholder voting policies and procedures, as well as the composition, structure, and functioning of boards of directors and company committees. The Firm frequently appears before the Delaware Court of Chancery, which is widely regarded as the nation’s preeminent court in corporate matters.