Directors and Officers

We have extensive experience successfully representing corporate boards, directors, officers, managers of limited liability companies, and controlling equityholders in all manner of complex actions brought by shareholders, bankruptcy trustees or lenders, including:

• Claims for breach of fiduciary duty, fraud or misrepresentation;

• Securities actions, shareholder derivative claims, and appraisal actions; and

• Fraudulent transfer and avoidance claims.

We are unique in that typically we also represent the insured directors, officers, managers and companies in connection with their related insurance claims.

By aggressively attacking the claims against our clients (through motion, discovery, in-depth fact investigation, and expert analysis) while at the same pursuing potential early resolution through engagement with plaintiffs and the insurers, we often are able to deliver results that eliminate the risks and burdens of protracted litigation, with insurance funding and for less than the anticipated costs of defense.

Representative Matters:

In re Tile Shop Holdings, Inc., Stockholder Derivative Litigation, No. 10884-VCG
Delaware Chancery Court

• Defended directors of public company in class and derivative action alleging claims for breaches of fiduciary and seeking $100 million in damages
• Shortly before trial, secured insurer-funded settlement on favorable terms

In re Pasquinelli Homebuilding, LLC (Moglia v. Pasquinelli, et al., Case No. 11-14829, and jointly administered cases), U.S. Bankruptcy Court, Northern District of Illinois

• Defended former directors and officers of national homebuilding company against bankruptcy trustee’s claims for fraudulent conveyance breach of fiduciary duty seeking more than $250 million in damages
• Following successful motion to dismiss highest-dollar value claims, the case settled on favorable terms for a fraction of the original demand, with substantial insurance contribution

In re Tribune Company, et al., Case No. 08-13141, U.S. Bankruptcy Court, Delaware; MDL No. 2296, U.S. District Court, Southern District of New York

• Defended CFO against claims alleging breach of fiduciary duty arising out of a leveraged buy-out of Tribune Company
• Settled on favorable terms

Tomasulo v. Levy and Levy Acquisition Corp., Case No. 2015 CH 06775),
Circuit Court of Cook County, Illinois, Chancery Division

• Defended Directors of public special purpose acquisition corporation on derivative and class action claims that they had breached their fiduciary duties in connection with disclosures relating to a merger with Del Taco
• Settled on favorable terms and for no damages

Beaver County Employees’ Retirement Fund, et al. v. Tile Shop Holdings, Inc., et al.,
Case No. 0:14-CV-00786-ADM-TNL, U.S. District Court for Minnesota

• Represented directors of public company in securities class action
• Secured settlement on favorable terms, with substantial insurance contribution

Horbal v. Cannizzaro, et al., Case No. 05-5413-BLS2, Superior Court of Massachusetts,
Suffolk County, and Case No. 10-P-2012, Appeals Court of Massachusetts

• Defended directors and majority shareholder of HMO against shareholder derivative action alleging breach of fiduciary duty and seeking more than $180 million in damages
• Secured judgment for defendants, affirmed on appeal

In re Hull House Association, Case No. 12-04800,
U.S. Bankruptcy Court, Northern District of Illinois

• Defended board of trustees of one of the largest non-for-profit social service agencies in Chicago against bankruptcy trustee’s claims alleging breach of fiduciary duty
• Secured pre-complaint settlement for less than anticipated defense costs after early mediation, with settlement payment funded by insurer

In re Corus Bankshares, Inc., Case No. 12-09639,
U.S. District Court, Northern District of Illinois

• Defended former Chairman and CEO of bank holding company against litigation trustee’s claims alleging breach of fiduciary duty
• Following successful motion to dismiss, settled for fraction of demand and below authority

Karkomi, et al. v. Aviv Healthcare Properties Limited Partnership, et al.,
Case No. 12 CH 40140, Circuit Court of Cook County, Illinois

• Defended Chairman/CEO of REIT against claims alleging breach of fiduciary duty
• Settled after early mediation without any payment required by insurer

In re Conex Holdings, LLC, et al., Case No. 11-10501 (CSS) (jointly administered)
U.S. Bankruptcy Court, Delaware

• Defended former officers of general contracting firm that served petrochemical companies against bankruptcy trustee’s claim in adversary proceeding alleging breach of fiduciary duty
• Settled on favorable terms following motion to dismiss

In re Quality Stores, Inc., Case No. GG-01-10662, U.S. Bankruptcy Court,
Western District of Michigan

• Defended 48 directors and officers of retail chain against Trustee’s claims alleging breach of fiduciary duty and seeking over $200 million in damages
• Following motion practice, secured favorable settlement with substantial contribution from insurer
• Secured settlement with insurers in related coverage dispute

North Shore Medical Center v. Evanston Northwestern Healthcare, et al., Case No. 92-6533,
U.S. District Court, Northern District of Illinois

• Defended officers of hospital against RICO, fraud and other commercial tort claims seeking $100 million in damages
• Complete defense verdict following 3-month jury trial

William S. Kaye, Liquidating Trustee of BFW Liquidation, LLC v. Lone Star Fund V (U.S.),
Case No. 09-2263, U.S. District Court, Northern District of Texas

• Defended former Officer of grocery chain against Trustee’s claims alleging breach of fiduciary duty
• Prevailed on motion to dismiss

Washlow, individually and on behalf of Port, Washlow & Errant, L.P., et al. and Port Investments, L.P. v. Port, C.A. No. 5410-VCS, Delaware Chancery Court

• Defended Managing General Partner (who also served as chairman of the board of controlling entity) against derivative claims alleging breach of fiduciary duty
• Settled on favorable terms

Joseph, et al. v. Heisley, et al., Case No. 20188-NC, Delaware Chancery Court

• Defended Chairman and CEO against class action and derivative claims alleging breach of fiduciary duty
• After bench trial and informal opinion by judge that ruling would be in favor of defendants, settled for a fraction of demand, and well within policy limits

In re Robertson-Ceco Corp. Shareholders Litigation, Case No. 17641, Delaware Chancery Court

• Defended officers and directors against three shareholder class actions alleging inadequate tender offer price arising out of a going private transaction (“bump up” claim).
• Settled within policy limits