Directors and Officers

Stakes and expectations have never been higher for directors and officers of leading corporations and nonprofits in nearly every industry. Uncertainty in the markets is exceeded only by uncertainty in the government agencies and regulatory schemes that watch over them; meanwhile, the news media attentively covers a steady stream directors, officers, executives, and board members of some of the world’s most prominent organizations taking their final bows, following the aggrieved investor and whistleblower lawsuits, government investigations, ethics inquiries, and enforcement actions that have become increasingly common

Unlike any other professional group or stratum, directors and officers are answerable to parties above, below, and outside their organizations; issues that often begin elsewhere came to rest and roost in the C-suite; potential liabilities are numerous and complex. In this volatile environment, insurers, companies, boards of directors and their members, and corporate and nonprofit executives turn regularly to Goldberg Segalla to handle their director and officer (D&O) liability defense, and to counsel them through the perils and opportunities of the future.

D&O Counsel and Defense: Your Confidence When The Buck Stops

Comprising leading trial lawyers and commercial litigators with an exceptional breadth of knowledge, talent, and experience, our team successfully represents directors and officers in high-value disputes throughout the U.S., in both federal and state courts, and around the world, and acts as trusted counsel providing timely and proactive advice on the full spectrum of risk-avoidance issues and emerging concerns relevant to directors and officers in virtually any industry. Whenever events occur in the life of a company that could make shareholders, customers, employees, or regulators unhappy, or could otherwise catch the attention of plaintiffs’ lawyers, directors and officers and their D&O insurers count on Goldberg Segalla’s promise: We’ll be there and prepared when the buck stops.

Our D&O defense attorneys are ready to:

  • Advise on litigation and regulatory risk
  • Conduct internal investigations, and provide training to avoid pitfalls that can lead to litigation and regulatory action
  • Conduct pre-suit investigations and pre-trial settlement negotiations
  • Defend against regulatory investigations and enforcement by state and federal agencies
  • Litigate or arbitrate any dispute that cannot be resolved through negotiation or mediation in cases involving single-plaintiffs or class actions, as well as derivative actions
  • Provide guidance on compliance with the evolving data privacy requirements of companies and their officials in various industries
  • Resolve complex, high-exposure commercial and fraud-based disputes on behalf of businesses and their executives and board members
A-Plus Defense for the C-Suite

While our goal is to avoid litigation whenever possible, our attorneys prepare comprehensive, business-minded strategies to defend against any claims that plaintiffs or agencies do bring against our clients. We employ creative and results-oriented pre-suit negotiations and pre-answer motions to resolve disputes at the earliest possible stage. Experienced in navigating the complexities of conflicting interests of named defendants under the same insurance policy, and familiar from the outset with each client’s business operations and environment, we are also able to counsel senior executives on the legal and business dimensions of every possible defense strategy. This approach is based on regular communication and meaningful collaboration with each client, allowing us to work together to tailor and achieve cost-effective and efficient resolutions of all D&O disputes at every step along the way.

While no two D&O suits are the same, our lawyers have a broad base of experience in the traditional risks associated with:

  • Antitrust issues
  • Bankruptcy issues, including claims brought by trustees, liquidators, debtors-in-possession, or creditors’ or bondholders’ committees
  • Breach of duty of care
  • Breach of fiduciary duty
  • Business torts
  • Changes in corporate ownership
  • Class actions
  • Commercial fraud
  • Corporate or board-level wrongdoing
  • Employment and labor and employment practices claims and issues
  • Enforcement matters
  • Executive compensation
  • Failure to implement environmental controls
  • Illegal personal profit
  • Intellectual property and trade secrets
  • Inter-party disputes involving real estate investment trusts (REITs)
  • Initial public offerings (IPOs) or private offerings
  • Mergers and acquisitions (M&As) and strike suits
  • Ponzi schemes
  • Regulatory investigations
  • Representations and warranties
  • Racketeer Influenced and Corrupt Organizations Act (RICO) charges and actions
  • Securities Exchange Commission (SEC) investigations
  • Securities and derivative lawsuits
  • Shareholder lawsuits
  • State-level regulatory issues
  • Theft and fraud, including financial fraud and fraudulent transfer claims
  • Trade practices
  • Whistleblower actions

Our D&O clients include both public and private companies, nonprofit entities, governmental divisions, investment trusts, limited and general partnerships, and homeowner’s associations. One of the areas in which our team is particularly adept is financial services, where companies and officials face civil and administrative litigation brought under federal and state banking, consumer, and securities laws and regulations. We bring not only extensive experience litigating claims involving these rules and statutes, but also a thorough understanding of the individualized concerns and nuanced needs of public as well as privately held financial institutions. 

Risk and Litigation Avoidance

We take pride in our long-term relationships with directors, officers, and their companies and organizations. While director-defendants or their insurers often call on Goldberg Segalla to parachute into late-stage litigation when the stakes are highest, or to handle appeals of D&O matters after unfortunate trial results, many clients also recognize the value of our regular risk-avoidance counsel. Intimately engaged with issues at the frontiers of the D&O field, and actively engaged with our clients’ industries, our attorneys offer guidance on the full spectrum of corporate governance and compliance and other liability concerns that senior business executives might face, including:

  • Asset tilting and asset protection
  • Corporate law fiduciary duties
  • Employment agreement and severance arrangements
  • Employment practices liability
  • Equity and equity-based incentive plans
  • Informal and formal investigations by government agencies
  • Internal special litigation or audit committee investigations
  • Personal investment transactions
  • Securities law compliance, including compliance with Sarbanes-Oxley Act
  • Tax/estate planning and charitable planning
Leading the Field From Within

With a team that includes the current chair of the American Bar Association (ABA) Professional Liability Insurance Committee (formerly the Professionals, Officers, and Directors Liability Committee), and many other prominent, top-tier commercial litigators, it’s no surprise that our Management and Professional Liability practice has earned the admiration of the executive class. Many Goldberg Segalla attorneys trained at AmLaw100 firms, but chose to advance their careers and bring their clients here, where they would have the support of over 400 other lawyers united by the same commitments to professionalism, creativity, and collaboration to provide each client with the best and most cost-effective legal services. These same attorneys drive the national-level discourse on trends and emerging issues impacting the D&O and financial institutions marketplace — as authors and lecturers who reach national audiences interested in D&O and other professional liability topics, as arbitrators and mediators who handle D&O cases, and as adjunct legal professors at universities across our firm’s 10-state footprint.

Many directors, officers, executives, and their insurers who come to Goldberg Segalla for defense or counsel already know this. But new clients are often surprised that our understanding of the unique issues they face extends far beyond the realm of theories and textbooks (even when we’ve pioneered the theories and written the textbooks). Clients benefit from a sensitivity and fluency that we’ve earned through real-world experience. Our team includes board members and trustees of insurance companies and nonprofits, founders and owners of diverse small businesses, former chief legal officers and in-house counsel in many industries, J.D./M.B.A.s and attorneys with other advanced specialty industry training, and even a few who cut their legal teeth growing up among the complicated mechanisms of large family-owned businesses.

We understand business, and we understand defense. Our Management and Professional Liability team provides unmatched capability and value when counseling and defending directors and officers, executives, and their respective enterprises.