Corporate Governance & Shareholder Disputes | Litigation

Business Entity Litigation and Dispute Resolution: Corporations, Partnerships, Shareholders, Venturers, Directors & Officers, Derivatives

The Corporate Governance and Shareholder Disputes team at Houston Harbaugh is comprised of litigation and business and transactional attorneys, and they have litigated or resolved numerous claims involving shareholders rights and obligations, dissenters’ rights, oppression or unfair behavior, breaches of shareholder agreements and fiduciary duty, directors and officers matters, removal of directors and access to books and records. The firm brings a multi-disciplinary approach to handling these matters as the representation can involve corporate structure counseling, corporate formation and re-formation, D&O insurance coverage, mediation and arbitration and the prosecution or defense of lawsuits and litigation. We provide advice and counsel for all types of business structures and we litigate and try lawsuits that arise from corporate, shareholder and D&O disputes in Pennsylvania, West Virginia and Ohio. Our Business Law and Business Litigation departments are well versed in the Pennsylvania Corporations and Unincorporated Associations Statutes and their application to litigation and entity formation.

Corporate and shareholder disputes can involve complicated legal issues:

• Breaches of fiduciary duty;
• Disagreements and lawsuits over the sale of assets;
• Disagreements and lawsuits over mergers and acquisitions;
• Corporate governance structure or re-structure;
• Disputes over dual role individuals who are shareholders and employees;
• Dissolutions and corporate splits;
• Executive and other compensation claims;
• Self-dealing, conflicts of interest and other management issues;
• Freeze-Out Issues;
• Misappropriation of confidential information, breach of NDA’s;
• Breach of Non-Compete Issues;
• Valuation disputes; 
• Breaches of corporate, shareholder, LLC and partnership agreements; 
• Minority rights disputes;
• Mistreatment or waste of company assets;
• Directors and Officers insurance coverage and D&O litigation defense
• Negotiation, formation and litigation of Intellectual Property and Invention Assignment Agreements.

Corporate Governance and Shareholder Lawsuits | Litigation

Whether your dispute involves a corporation, partnership, or LLC, Houston Harbaugh, P.C., in Pittsburgh, Pennsylvania has extensive experience representing clients in corporate governance matters on a regional, three state basis: Pennsylvania, West Virginia and Ohio. It has been said often that a business entity is a legal fiction–i.e., a business exists, but it can only act through its shareholders, members, partners, directors, officers, and other constituents. The relationships among the parties making up a business entity are controlled by its governing documents, which, along with statutes, create rights and obligations between the parties. Ideally, because all parties want what is in the best interest of the entity, the entity operates without issue. When disagreements or disputes arise over a decision or course of action taken in the name of an entity, it becomes necessary to ascertain the rights and obligations of the parties under its governing documents and the applicable statutes. Corporate governance embraces a wide range of issues and disputes as varied and diverse as the types of entities and constituents who face them.

Direct and Derivative Shareholder Claims | Directors and Officers Claims

When shareholders, members, or partners disagree with the course of action taken by entities, they might elect to bring suit against the company’s directors or officers. In some instances, however, they must make demand on the entity to redress the harm before they can do so. This is especially true if the corporation or entity, rather than the individual shareholder, member, or partner sustains the injury. These types of lawsuits initiated by equity owners of companies are more formally known as direct and derivative litigation. The attorneys at Houston Harbaugh, are experienced in both direct and derivative litigation, having represented companies, directors, officers, and, in certain instances, equity holders in business disputes involving challenges to the business judgment of company management and allegations of breach of fiduciary duty and other abuses of the corporate form. Houston Harbaugh lawyers have also been retained by D&O insurance carriers to defend claims and lawsuits brought against Directors and Officers (D&O Claims). Our litigation lawyers are adept at interpreting D&O Insurance Policies and in defending D&O claims when they are insured losses with a duty to defend and/or indemnify a Board, its members and/or corporate committee chairs and members.

Shareholders’ Rights

Not every corporate governance dispute results in litigation. It is not uncommon for corporate disputes to begin with an assessment of the rights of the aggrieved shareholder, member, or partner under the entity’s governing documents and end with the formulation of an appropriate response in response to the demand. Depending on the type of entity involved, these rights may include the right to vote, the right to inspect corporate books, or the right to an accounting, among others. Our Corporate Counsel and our firm’s Shareholder Dispute attorneys have extensive experience advising both companies and their constituents of their rights and obligations under incorporation documents and corresponding statutes. Whenever possible, they seek to devise strategies that literally meet the demands of shareholders, members, and partners without litigation.

Houston Harbaugh, P.C., in Pittsburgh Pennsylvania has experience representing corporate and investor clients in securities fraud litigation. In the complex, ever-changing world of business, fundraising is often critical. Without proper capitalization, a business will cease to exist. Consequently, businesses commonly issue securities, including debt and equity instruments, to raise capital to fund their growth and operations. Securities can take many forms, such as stock, bonds and their regulation is governed by a complex scheme of state and federal securities laws. These statutes seek to ensure compliance with technical requirements pertaining to the registration and sale of both private and publicly issued securities. Depending on the nature of the security involved, securities disputes may involve allegations that the seller or issuer of the security misrepresented or omitted material information in connection with the purchase or sale of a security, a proxy solicitation, or a tender offer, In other instances, it is alleged that there was insider trading, or that a securities offering was not registered properly. Although not exhaustive, these examples are illustrative of the types of conduct that are more commonly referred to as “securities fraud.”

Pittsburgh, Pennsylvania Corporate Governance and Shareholder Disputes Lawyers | Attorneys |D&O Lawyers | Litigation