Swift, fierce, deft and skilled, Benesch’s litigators navigate and resolve complex corporate governance disputes arising at the intersection of management, ownership, fiduciary obligations, stakeholder interests and business decisions.
Our team represents clients facing fast-paced, contentious and high-stakes corporate governance litigation. From boardroom battles and shareholder activism to busted deals, internal investigations and regulatory enforcement actions, we bring courtroom-tested strategies, business savvy and a relentless focus on protecting our clients and their businesses.
Benesch represents public and private companies, boards of directors, officers, investors, special committees, executives and shareholders in governance disputes with significant financial, reputational and strategic implications. We regularly handle corporate governance conflicts from those arising in mergers and acquisitions to breach of fiduciary duty claims, corporate control, executive compensation-related disputes, director and officer alleged misconduct and self-dealing and various other conflicts.
Our lawyers routinely lead complex, multiforum litigation and are trial-ready from day one. We represent clients involved in derivative suits, shareholder class actions, expedited injunctive relief and high-stakes commercial cases, always with an eye on business outcomes and potential risks.
Our team is experienced in:
Litigating breach of fiduciary duty, majority/minority shareholder disputes, corporate control fights, takeover defenses, proxy contests and SEC compliance litigation.
Handling litigation over valuation disputes, post-deal earnout claims, busted deals and derivative and shareholder class actions.
Handling director and officer liability and indemnification, shareholder-employee dual roles, minority rights and executive compensation, equity, bonus and severance disputes.
Navigating scrutiny over alleged fraud, self-dealing and governance failures.
Representing clients involved in litigation over partnership, shareholder and joint venture agreements.
Handling disputes arising from private equity, venture capital and investor agreements.
Our team is focused on achieving our clients’ goals, whether that calls for an all-out battle in court or a swift and quiet resolution. Our attorneys regularly collaborate with Benesch colleagues in M&A, Tax, Securities, Labor & Employment and IP to craft our litigation and settlement strategy. We’re not just litigators, we’re strategic counsel who deliver informed and pragmatic strategies focused on results.
Allegations of corporate governance misconduct threaten your company’s day-to-day operations and reputation. Our team is experienced in resolving these disputes quickly and favorably while achieving your business goals.
Representative Examples
against claims of breach of fiduciary duty, waste of corporate assets, and unjust enrichment brought by the company. Benesch represented two outside directors, obtaining an early dismissal for one of them. The case ultimately settled and was dismissed in August 2024.
in a dispute involving the governance of Ohio’s first brew-on-premises microbrewery, which ultimately resolved favorably for the client after stops in state court and arbitration.
in a dispute relating to nonprofit organization governance and copyright ownership, including in the U.S. Court of Appeals for the Sixth Circuit.
