Practice Area

Corporate Governance & Shareholder Disputes



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.”

The attorneys at Houston Harbaugh, including Attorneys Anthony P. Picadio, have litigated cases arising under various state and federal securities statutes, including Sections 10(b) and 20 of the 1934 Securities Exchange Act, two of the more commonly invoked federal securities statutes. The firm is also well versed with the unique pleading and procedural requirements that pertain to securities actions filed in state and federal courts.

Corporate Governance and Shareholder 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. 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 and include the following:

Direct and Derivative Shareholder Litigation

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, including Attorneys Anthony P. Picadio are well-versed with 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.

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. Attorney Anthony P. Picadio has 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.