Corporate Governance Litigation and Counseling


We regularly advise boards of directors, special committees and executive management of publicly held companies involved in corporate governance investigations and litigation. Our team provides insight and practical judgment on the many unique governance liability issues and risk factors, providing guidance on fiduciary duties, corporate governance best practices, and the legal and business implications of various litigation defense strategies. In activist situations, we often work -- either on behalf of incumbent directors or the activist hedge fund – hand-in-hand with our market-leading transactional activist/activist defense practice to provide unparalleled litigation and corporate advice in these charged situations. 

More broadly, we offer comprehensive representation in areas such as: 


  • Board process protocols
  • Claims based on allegations of breach of fiduciary duty
  • Public and private disclosures
  • Shareholder rights and proxy contests, including in the context of takeovers, buyouts, and other events possibly resulting in a change in control
  • Sarbanes-Oxley Section 404 (SOX-404) compliance
  • Pension plan management and Employee Retirement Income Security Act (ERISA) compliance
  • Challenges to executive compensation, including golden parachutes, options grants, insider trading, and Rule 10b5-1 stock sale plans
  • Parent/subsidiary relationships
  • Alleged violations of federal securities laws, and SEC investigations
  • Prosecution and defense of litigation involving contests for corporate control
  • Going private transactions
  • Valuation disputes
  • Director and officer indemnification and advancement,
  • Alternate entity (i.e., partnerships, limited partnerships, and limited liability companies) issues

Our litigators counsel clients across the full range of core issues—from activist campaigns and proxy challenges to stockholder rights plans and other takeover defense programs—developing strategies based on traditional corporate fiduciary standards and informed by the ever-changing body of legislation, regulation and listing standards that shape the responsibilities of directors and officers of public companies. 

Cadwalader lawyers also are at the forefront of developments and best practices in this area.  Global Litigation Group members lecture at the University of Pennsylvania Law School; serve on the Harvard Law School Corporate Governance Program Advisory Board; regularly publish articles in leading legal and business publications; and are quoted by mainstream, legal and business media regarding developments in the corporate governance field.

7 Attorneys

Burns, Gillian Groarke Special Counsel, Associate General Counsel New York
T. +1 212 504 5696
Halper, Jason M. Partner New York
T. +1 212 504 6300
Holloman, Ellen V. Partner New York
T. +1 212 504 6200
Karlan, Matthew Partner New York
T. +1 212 504 6169
Magid, Adam K. Partner New York
T. +1 212 504 6314
Pinnisi, Michael D. Partner New York
T. +1 212 504 6413
Stanisci, Jared Partner New York
T. +1 212 504 6075