Corporate Governance

Corporate Governance

Wolf Popper provides a range of services which are designed to aid those shareholders who seek to advocate for improved corporate governance, principally related to U.S.-incorporated companies.

Through our portfolio monitoring services, we alert our clients to particularly egregious corporate governance abuses/deficiencies such as (i) excessive compensation being paid to a company's management; (ii) self-dealing transactions between a company and its management or directors; (iii) a company's repricing of "underwater" stock options; (iv) a company's adoption of a "dead-hand" poison pill; or (v) where a majority/controlling shareholder seeks to cash out the public, minority shareholders at a grossly unfair price or in a manner that compromises the process necessary to ensure that the public shareholders are treated fairly. If after being alerted to inappropriate or deficient corporate governance practices, such as those just stated, our clients seek to take action to redress such practices, we can aid them through litigation or other, non-litigation, means.

Should our clients seek to pursue litigation to redress deficient or defective corporate governance practices, our firm has over 30 years of experience prosecuting federal law, state law and derivative actions on behalf of our investor clients in these matters. For example, many state law actions, including derivative actions, arise in the context of a merger or acquisition. In many cases, investors in the company being merged or acquired are offered patently unfair and/or inadequate consideration for their shares. Directors and/or management of the company being merged or acquired often have serious conflicts of interest that prevent them from maximizing shareholder value in such situations, which is in breach of the fiduciary duties imposed upon them by state law. Wolf Popper has brought numerous actions on behalf of investors to ensure they receive the maximum amount of consideration to which they are entitled.

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