Jones Day - Services - Shareholder Derivative Actions

In the wake of recent corporate scandals, directors and officers of public companies are facing new responsibilities under the Sarbanes-Oxley Act and various exchange listing rules and regulations, as well as an increasing shareholder focus from Delaware chancery courts defining the duties owed to corporations. Directors and officers are also facing greater potential liability as a result of these increased responsibilities and duties.

Shareholder derivative actions—brought by a shareholder on behalf of a company and charging breaches of the fiduciary duties owed by corporate directors and officers and threatening individual liability—are being filed more often now than ever before. In particular, parallel shareholder derivative actions are being filed, asserting the same claims as the securities fraud class actions often filed immediately following a corporate disclosure leading to a drop in a company's stock price.

Jones Day has acted as counsel for companies and individuals facing derivative actions arising from mergers, acquisitions, and other extraordinary corporate transactions, as well as in derivative cases brought in conjunction with securities fraud class actions. Our attorneys have extensive experience with the fiduciary duty concepts that underlie these actions, and we often counsel boards of directors and individual directors and officers on these issues, as well as the interplay between corporate indemnification and directors' and officers' liability insurance in these types of cases. In particular, Jones Day attorneys understand the importance of managing a coordinated and strategically focused approach to the defense of shareholder derivative actions, as well as securities fraud cases and government investigations that might also be threatening the company and individuals.

	Print Page Email Page Select a Language Shareholder Derivative Actions - Overview
Lawyers Staff Overview Experience Professionals News Publications Main Practice Securities and Shareholder Litigation & SEC Enforcement	In the wake of recent corporate scandals, directors and officers of public companies are facing new responsibilities under the Sarbanes-Oxley Act and various exchange listing rules and regulations, as well as an increasing shareholder focus from Delaware chancery courts defining the duties owed to corporations. Directors and officers are also facing greater potential liability as a result of these increased responsibilities and duties. Shareholder derivative actions—brought by a shareholder on behalf of a company and charging breaches of the fiduciary duties owed by corporate directors and officers and threatening individual liability—are being filed more often now than ever before. In particular, parallel shareholder derivative actions are being filed, asserting the same claims as the securities fraud class actions often filed immediately following a corporate disclosure leading to a drop in a company's stock price. Jones Day has acted as counsel for companies and individuals facing derivative actions arising from mergers, acquisitions, and other extraordinary corporate transactions, as well as in derivative cases brought in conjunction with securities fraud class actions. Our attorneys have extensive experience with the fiduciary duty concepts that underlie these actions, and we often counsel boards of directors and individual directors and officers on these issues, as well as the interplay between corporate indemnification and directors' and officers' liability insurance in these types of cases. In particular, Jones Day attorneys understand the importance of managing a coordinated and strategically focused approach to the defense of shareholder derivative actions, as well as securities fraud cases and government investigations that might also be threatening the company and individuals.