Shareholder Disputes and Securities Litigation

Powers Taylor has significant experience representing investment funds, companies, special committees, officers and directors, and individual investors in all types of shareholder disputes and securities litigation.  This experience includes securities class action litigation, shareholder derivative suits, claims of investor fraud and breach of fiduciary duty, and violations of both state and federal securities laws and regulations.  In addition, our attorneys have litigated cases involving claims of minority shareholder oppression, allegations of fraudulent investment offerings, investment private placement memoranda, and subscription agreements, as well as claims of improper investment fund management, improper transfers of investment fund assets, and improper investment fund reporting. 

Derivative and Fiduciary Duty Litigation.  Our attorneys represent individual shareholders, officers, and directors in all aspects of derivative and fiduciary duty litigation.  These types of business disputes often involve defending and prosecuting claims that an officer or director breached his or her fiduciary duties to the company, engaged in actions of “self-dealing,” or misappropriated corporate opportunities.  Further, Powers Taylor has effectively represented shareholders and business owners in litigation involving creditors seeking to “pierce the corporate veil” to reach the owner’s personal assets in satisfaction of a corporate debt.

Merger and Acquisition Litigation.  Another key area of Powers Taylor’s shareholder and securities litigation practice is the firm’s representation of companies, officers, directors, and individual shareholders in merger and acquisition litigation.  Our attorneys prosecute and defend all aspects of merger and acquisition litigation in state and federal courts throughout the United States.  Whether the firm is called upon to defend a business, represent an individual officer or director, or obtain a successful outcome for a class of shareholders, our aggressive and focused approach to merger and acquisition litigation is aimed at achieving our clients’ objectives as efficiently and cost-effectively as possible.

Class Action Securities Fraud.  Powers Taylor also has a broad range of experience in class action securities fraud litigation.  Whether it is a corporate merger, a management buyout, an act of gross corporate mismanagement, or other corporate malfeasance that results in improper devaluation of a class of securities, Powers Taylor has the experience and track record to protect the shareholders’ interests.

SEC Enforcement Matters. Powers Taylor represents companies, corporate executives, and employees in regulatory investigations and enforcement proceedings conducted by the Securities and Exchange Commission and similar agencies and bodies.  Whether allegations of securities fraud, insider trading, broker-dealer fraud, investment advisor violations, or disclosure failures are at issue, Powers Taylor has the experience and foresight to aggressively represent our clients.  The knowledge and experience of Powers Taylor attorneys give our clients a distinct advantage to calm the seas in this tumultuous arena.

Minority Shareholder Litigation.  When people are offered a minority stake in a small business, the offer is typically accompanied by assurances, or at least an implicit expectation, that their minority investment will be treated similarly to the investment made by the majority owners.  Many times closely held businesses involve family members and trusted employees with minority ownership interests.  However, when disagreements later arise, the issue of whether the majority owner has abused control over the corporate affairs to the detriment of the minority owner is often a contentiously litigated issue.  Disagreements can also arise when family members in the business and other minority owners get “squeezed out” of the business or fired from their employment.  Cases involving this type of conduct, known commonly as “minority shareholder oppression,” fall into an emerging area of law in which courts continue to define the parameters of the minority owner’s rights.  Powers Taylor has forged a substantial practice of representing minority owners of various businesses to ensure that the majority owner does not deprive the minority owner of the profits to which he or she is entitled by law.

For more information on Powers Taylor’s shareholder oppression practice, please visit