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Shareholder Litigation

Saul Ewing Arnstein & Lehr Protects the Rights of Corporate Clients in Shareholder Disputes

Companies generally enjoy a fruitful relationship with their shareholders, but if a dispute arises, it can lead to litigation that has far-reaching effects on a company’s operations. Shareholder disputes – including disagreements about management, perceptions of minority shareholder mistreatment, and concerns over executive compensation – can wreak havoc on a company. No matter what the cause of shareholder dissatisfaction, if the issue cannot be quickly and successfully resolved in the ordinary course, a company can be subjected to litigation that is costly, time-consuming, and reputation-damaging.  

From the earliest stages of a shareholder issue, Saul Ewing Arnstein & Lehr seeks to protect the rights of its corporate clients. Saul Ewing Arnstein & Lehr’s 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. Saul Ewing Arnstein & Lehr is frequently engaged to serve as local counsel on shareholder lawsuits because of our ability to provide unique local knowledge and strategy based upon our familiarity with local laws and practice, as well as our deep-rooted experience with local, state and federal judges and courts. We regularly represent clients in corporate law and governance matters, including:

  • Allegations of breaches of fiduciary duties and securities laws
  • Conflicts of interest and related party transactions
  • Committee formation and governance
  • Shareholder demand response
  • Director and executive compensation 
  • Governmental action and investigations 
  • Mergers 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.

See Related Services Offered for Shareholder Litigation


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


The group includes attorneys who have received the following recognition:

Trade Groups & Associations


Edward J. Baines
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Geoffrey M. Gamble
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Charles O. Monk, II
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