Corporate Governance & Shareholder Rights

 

Selendy & Gay’s partners—who include a former clerk of the Delaware Court of Chancery, a former M&A attorney, and a former investment banker—have a demonstrated record of success in representing plaintiffs and defendants in high-value, high-profile corporate governance litigation, including disputes among members of alternative entities such as LLCs. Within its first nine months of practice, Selendy & Gay has already displayed its high level of expertise within the field, and has been recognized for its work in Corporate Governance and Compliance Law in the 2019 Edition of “Best Law Firms” published by U.S. News & World Report.

Disputes of this nature are often fluid and fast-moving; our deep knowledge of the Delaware Code, applicable SEC rules and regulations, and caselaw allows us to provide real-time advice to our clients, craft long term-litigation strategies, and ultimately navigate successful outcomes.

Representative engagements include:

  • Crestview v. Koch:  We achieved a trial victory in the Delaware Court of Chancery for private equity fund plaintiff and minority shareholder against Bill Koch as majority shareholder in enforcing the contractual right to conduct exit sale of the company.
  • Quadrant v. Vertin:  We achieved a trial victory in the Delaware Court of Chancery defeating breach of fiduciary duty, breach of contract, and fraudulent transfer claims which sought hundreds of millions of dollars in damages as well as a court order which would have forced the defendant-client to liquidate its assets and close the business entirely.
  • Mudrick Capital v. Globalstar:  We achieved a trial victory in the Delaware Court of Chancery, in an action commenced under Section 220 of Delaware’s General Corporation Law seeking corporate books and records to investigate an allegedly unfair merger.  In an order adopting many of our factual allegations regarding the proposed merger, the defendant was ordered to produce e-mails from each of its C.E.O., the General Counsel, and the chair of the Special Committee that had approved the merger. One day after this ruling, the challenged merger was called off.  See Litigator of the Week,” AmLaw Litigation Daily, 8/10/18 (“Selendy & Gay … led a trial team to victory in Delaware Chancery Court on behalf of hedge fund Mudrick … [and] succeeded in blocking [the] proposed merger between Globalstar Inc. and FiberLight.”).
  • Davis v. Scottish Re:  We achieved a full dismissal in the New York State Commercial Division of breach of fiduciary duty and waste claims asserted against shareholder clients, with the dismissal upheld on appeal.