Shareholder Litigation

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Protecting the Rights of Corporate Clients

Companies generally enjoy a fruitful relationship with their shareholders, but disagreements about management, perceptions of minority shareholder mistreatment, or concerns over executive compensation may arise. No matter the cause of shareholder dissatisfaction, if the issue cannot be resolved quickly, it can lead to costly, time-consuming, and reputation-damaging litigation. 

From the earliest stages of a shareholder issue, Saul Ewing seeks to protect the rights of its corporate clients. Our shareholder litigators have broad experience advising public and private companies, management, boards of directors, and board committees on a wide range of corporate governance matters. Our clients range from large publicly traded and privately operated companies to real estate investment trusts (REITs) with millions of dollars under management. We are frequently engaged to serve as local counsel on shareholder suits due to our familiarity with local laws, courts and practice. We regularly advise on the following:

  • Allegations of breaches of fiduciary duties and securities laws
  • Conflicts of interest and related party transactions
  • Alleged suppression of the rights of minority owners
  • Committee formation and governance
  • Shareholder demand response
  • Director and executive compensation 
  • Governmental action and investigations 
  • Mergers, buy-outs and spin-offs 
  • Change-in-control transactions  
  • Internal investigations
  • Securities offerings
  • Special litigation committee formation and investigations
  • Denial of stockholder proposals
  • Takeover defenses 
  • Proxy contests 

Our shareholder litigation team includes seasoned litigators who have handled high-stakes and high-profile litigation.  We also understand the complexities of working with government agencies and have developed valuable relationships with federal and state regulators, which often help our efforts to achieve positive outcomes for our clients.


Key Contacts
Ted Baines Headshot
Charles O. Monk, II
Geoffrey M. Gamble Headshot
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For a selection of our shareholder litigation matters, click here.

  • Directors of a Maryland closed-end investment company as Maryland counsel in defense of state and federal litigation involving challenge to merger transaction.
  • Directors against a shareholder class action in Delaware Chancery Court challenging a $16 million merger transaction.
  • A company against shareholder claims relating to rights under a stock purchase agreement.
  • A Texas corporation as Maryland counsel in defense of consolidated shareholder litigation involving challenges to $46 million merger transaction, which resulted in dismissal of all claims.
  • Directors of a publicly traded REIT as Maryland counsel in defense of a hostile takeover and related shareholder litigation challenging actions by directors and management.
  • A Maryland REIT against multiple shareholder lawsuits challenging the REIT's management structure.
  • A Special Committee appointed by the Board of a Maryland corporation in responding to shareholder demand letters.
  • The board of directors of a publicly traded REIT as special shareholder counsel regarding responses to numerous shareholder demand letters alleging corporate mismanagement.
  • A company's President and CEO in obtaining dismissal of a class action shareholder lawsuit involving claims of federal securities violations.
  • The majority shareholder of a publicly traded REIT as Maryland counsel in defense of litigation by minority shareholders challenging $140 million merger transaction, which resulted in the dismissal of all claims.