Practice Areas & Industries: Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

Practice/Industry Group Overview

In today's post-Enron world, officers and directors face stormy seas. Corporate decisions are under greater scrutiny than ever before, and management is being second-guessed by shareholders and plaintiff's lawyers alike. As a result, the odds that directors and officers will face litigation have increased dramatically.

In such an environment, there is real value in bringing experienced hands on board when litigation looms. Baker Donelson's trial lawyers have an excellent record in defending corporate leaders. The Firm's experience spans numerous industries and companies, ranging from radio to railroads, from privately held to publicly traded. The issues in directors and officers litigation are familiar waters for our attorneys. They know how to chart the right course to bring these cases to a successful conclusion.

Representative Matters

• Defended the directors and officers of the Louisiana World's Fair in action by a creditors' committee for $120 million, and secured summary judgment dismissing the matter in federal district court.
• Represented unsecured creditors' committee in connection with investigation of potential claims against former officers and directors of large coal company and subsidiaries with more than $150 million in debt.
• Defended a sports radio network in action by disgruntled shareholders and officers who alleged that a merger improperly forced them out of the company. Plaintiffs claimed their shares were worth several million dollars. Court dismissed plaintiffs' claims at trial.
• Headed off approximately $10 million suit against officers and directors of sporting goods companies by creditors' committee. Case involved alleged breaches of duties of loyalty and care. Settled for payment of a nominal sum by client.
• Defended the majority shareholder in a meat packing business in multi-million dollar litigation brought by minority shareholder (both individually and as a derivative action) for breach of fiduciary duty. Case was settled on favorable basis during trial.
• Obtained favorable settlement on multi-million dollar claim by bankruptcy trustee against officers and directors of former internet auction company. Allegations included breaches of duties of care and loyalty, as well as corporate waste.
• Negotiated favorable settlement in million-dollar shareholder derivative action against the majority owner/president of a radio station for breach of fiduciary duty.
• Defended officers and directors in multi-million dollar litigation brought by bankruptcy trustee alleging damages for breach of fiduciary duties and usurping corporate opportunity in connection with manufacturing company in Chapter 11.
• Represented a major law firm in a multi-million dollar professional negligence claim arising from its role as counsel to a publicly traded company and its board.
• Defended bank directors and officers who were sued for breach of fiduciary duty. Obtained dismissal of the case for client.
• Served as court-appointed examiner to review potential litigation against former officers and directors of publicly held company in Chapter 11 proceedings.
• Handling $40 million case for airplane manufacturer sued for conspiracy and tortious interference in Delaware state court and Philadelphia federal court by a plaintiff who sought to buy significant portion of the company. State court suit dismissed for lack of personal jurisdiction. Case is ongoing.
• Defending directors of a major railroad company in lawsuit alleging breaches of fiduciary duty. Plaintiffs allege that actions of directors drove down stock price. Damages sought exceed $100 million. Case is ongoing.

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