Practice Areas & Industries: Saul Ewing LLP

Practice/Industry Group Overview

Corporate governance has become a concern beyond boardrooms and executive suites as vivid details have emerged of companies that failed to protect the interests of shareholders, employees, creditors, and customers. Attorneys in Saul Ewing's Corporate Governance Practice Group advise clients on how to construct and implement practices and procedures to help avoid devastating situations that can severely undermine a company or organization. If a crisis situation does occur, our attorneys help clients respond in a manner that will minimize disruption to the business and harm to the client.

Whether it is advising directors and officers of their fiduciary and financial reporting responsibilities, defending lawsuits, assisting clients in mergers and acquisitions or developing compliance programs, our Corporate Governance attorneys are thoroughly prepared to counsel directors and officers on their corporate governance responsibilities and represent them in governance disputes.

Services Available

Core Capabilities

• Counseling boards, management, individual directors and board committees on:
  • Ordinary course and extraordinary Board decision making
  • Strategic transactions
  • Shareholder rights and concerns
  • Compliance
  • Compensation
  • Investigations and interested transactions
  • Board governance
  • Activist and institutional shareholders
  • Board and shareholder communications
  • Board policies and procedures
  • Board composition
  • Takeovers and anti-takeover provisions and other obligations
  • Fiduciary and other duties
• Preparing and managing Board self-assessment processes
• Acting as counsel to independent Board committees with respect to litigation, strategic transactions or investigations
• Advising public company Boards with respect to exchange and federal securities rules
• Conducting continuing education for boards, directors, management or employees regarding governance topics
• Prepare and provide advice on company policies such as code of conduct, document retention, insider trading, etc.
• Advise management with respect to company governance (best practices and requirements including risk management and internal audit programs)
• Counseling on duties of management and employees
• Counseling companies, boards, management and employees in connection with state and federal compliance issues

Litigation Experience

In the event an individual, institution or company is subject to an investigation involving corporate governance, we are well-equipped to defend them. Services include:

• Transactional and commercial litigation from inception through conclusion in the Delaware Court of Chancery, the Delaware Supreme Court and various state and Federal courts in Pennsylvania, New York, New Jersey, Maryland and Delaware
• Avoiding, conducting and defending against governmental investigations and actions
• Conducting and managing complex commercial litigation arising from governance issues including disputed or challenged corporate and shareholder actions and transactions, interested transactions fraud and irregularities, governmental action and investigations, shareholder disputes and non-compliance
• Defending directors and boards challenging a variety of corporate transactions, including:
  • merger and spin-off (acquiror as well as target)
  • sale of control of company
  • denial of stockholder proposals
  • proxy contests
• Represented corporations with respect to Delaware statutory actions involving:
  • Section 102 (Exculpation)
  • Section 145 (Indemnification and Advancement)
  • Section 262 (Appraisal rights)

Representative Matters

Corporate Governance Litigation

• Orman v. SouthTrust Corp., C.A. No. 519-N (successfully defeated challenge to the merger of SouthTrust and Wachovia based on claims of breach of fiduciary duty and disclosure violations)
   
• Capital Group Cos., Inc. v. Ritter, C.A. No. 422-N (successfully represented Capital Group in action brought to enforce stock transfer restrictions pursuant to Section 202 of the Delaware General Corporation Law)
   
• In re Insight Communications Company, Inc. Shareholders Litigation, Consol. C.A. No. 1154-N (represented buyout group in action brought to enjoin transaction, successfully defeating motion for preliminary injunction and resolving action so that merger could be consummated)
   
• Black v. Hollinger Intl, Inc., C.A. No. 321-N (represented Delaware director in connection with litigation brought to enforce advancement and indemnification rights)
   
• In re Cox Communications, Inc. S’holder Litig., (represented buyout group in connection with going private transaction and related litigation)
   
• Hollinger Intl, Inc. v. Black, CA. No. 183-N (defense of controlling stockholder in suit challenging his attempted sale of control on an expedited basis)
   
• In re UnitedGlobalCom S’holder Litig., C.A. No. 1012-N (represented inside directors and officers in connection with merger of UnitedGlobalCom and Liberty Media)
   
• Interactive Corp. v. Vivendi Universal, S.A., C.A.. No. 20260 (represented Vivendi in litigation brought by Interactive Corp. arising from certain tax distributions due under the parties' partnership agreement)
   
• Harmelin v. Man Financial Inc., C.A. No. 06-1944 (successful representation of former employee and Chairman of the board of trading advisor in litigation involving the collapse of a hedge fund)
   
• Representation of former directors of public company in connection with shareholder litigation and government investigations arising from disclosure of accounting irregularities. Obtained dismissal of numerous cases involving opt-out plaintiffs.
   
• Representation of global pharmaceutical company in class action alleging non-disclosure of potential liability for heart valve claims. Case settled for pennies per share
   
• Representation of the Trustee of public company in connection with the settlement of shareholder claims relating to material misstatements of the company's financial statements, and obtained a $23 million recovery from the company’s former auditors
   
• Representation of target of attempted hostile takeover in expedited action to enjoin proposed takeover
   
• Representation of clients in bringing expedited action to enforce terms of certain contracts and agreements
   
• Representation of members of buyout group in expedited action brought to enjoin proposed leveraged buyout
   
• Representation of Delaware corporation in connection with review of corporate governance practices and procedures in light of stockholder demand
   
• Successfully represented members of special committee in connection with negotiation of going private transaction and related litigation
   
• Representation of clients in all areas of corporate/partnership governance and related issues of fiduciary duties as well as in class and derivative suits involving such constituencies
   
• Representation of general partner of Delaware LLP in action brought by limited partners to enforce certain provisions of partnership agreement

Corporate Counseling and Investigations

• Representation of OSI Pharmaceuticals in the corporate and securities law aspects of the acquisition of another public biotech company for approximately $1 billion in a combination of cash and securities
   
• Representation of Brandywine Senior Care in the sale of the company in three transactions, totaling an aggregate purchase price of approximately $248 million
   
• Representation of the independent examiner in a complex investigation of Time Warner's accounting for AOL’s on-line advertising revenue required pursuant to a consent order with the SEC.
   
• Representation of company formed by former Chairman of UBS/Paine Webber, former CEO of Gruntal Securities and former Secretary of Homeland Security to acquire numerous companies in the security industry
   
• Counseled and assisted clients in management of operational, financial, analytical and legal challenges
   
• Advised independent directors in connection with actions by controlling stockholders and by certain company officers and directors adverse to best interests of minority holders
   
• Advised clients in issues related to financial reporting, restatement of financial results, whistleblower and Sarbanes-Oxley issues in both litigation and corporate contexts
   
• Advised controlling stockholders with respect to fiduciary obligations and rights
   
• Advised clients in connection with dispute among members of Delaware LLC in connection with claim of alleged breaches of LLC agreement and possible dissolution
   
• Advised clients of implications of Delaware General Corporation Law in connection with proposed corporate action