Director & Officer Representation

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LitigationDirector & Officer Representation

Elliott Greenleaf’s attorneys represent directors, officers and managers in a wide variety of corporate and partnership entities, with a particular emphasis on the issues facing business leaders and entrepreneurs in a variety of contexts.

This representation includes Federal and State Court litigation involving the anti-fraud, insider trading, proxy disclosure, control person and books and records provisions. Our attorneys have successfully defended directors and officers, and corporate boards, in cases challenging disclosures and compliance with securities laws, and, have successfully litigated to protect our clients’ investments.

In addition, Elliott Greenleaf’s attorneys, including a former law clerk to the Delaware Court of Chancery, and leading author and commentator on the business judgment rule, represent business managers regarding the scope of their fiduciary duties of care, loyalty and candor in the Delaware Court of Chancery and in federal and state courts.

Our attorneys also represent directors and managers of Fortune 100 and other publicly traded entities in informal and formal proceedings before the Securities and Exchange Commission, including in Wells submissions, hearings and resolutions. We represent directors and managers of regulated businesses such as healthcare, banking, merchant banking, insurance and franchise, in challenges to business decisions made by directors and management in transactions, mergers and acquisitions. Recently, Elliott Greenleaf lawyers obtained a landmark corporate law decision enforcing the voting rights of controlling parties in regulated businesses to vote their shares without impediment in a contested proxy election. The firm’s success in this landmark case was based upon its earlier success on behalf of incumbent directors seeking to protect the regulated enterprise under Pennsylvania’s unique constituency statute.

Our attorneys proactively share strategies with our clients, advising directors, officers and managers to enforce their rights, and protect the business. This proactive approach allows our clients to define the venue and the substantive and business issues, thus prioritizing the concerns of the business leaders for the best interest of the business.

Clients have also retained Elliott Greenleaf to provide Sarbanes-Oxley compliance programs, as well as to review and consult with general counsel regarding the variety of difficult issues involved in the directors’ and officers’ fiduciary duties and regulatory obligations.