Directors and officers occupy positions of trust in relation to the corporation and its shareholders, and are presumed to act in good faith and exercise honest judgment in the lawful and legitimate furtherance of corporate purposes. The most common claims we prosecute are claims for (i) breach of fiduciary duty, (ii) usurpation of corporate opportunities and self-dealing, and (iii) waste of corporate assets. In connection with prosecuting these claims, we litigate coverage matters related to directors’ and officers’ liability insurance policies.
Claims against officers and directors may be direct or derivative. Shareholders may bring direct claims against corporate directors and officers for injury to the shareholders, and under certain circumstances, may petition to dissolve the corporation. Shareholders may also bring a class action for direct claims against the directors and officers, where the directors and officers have taken actions that affect shareholders with common characteristics. Unlike these direct claims, shareholders may also sue derivatively, i.e., on behalf of the corporation for injury sustained to the corporation. Here, the claims belong to the corporation – not the shareholders. Derivative litigation is a unique species of corporate litigation, and is subject to special pleading and standing rules.