Polsinelli has substantial experience handling claims involving state and federal securities laws, shareholders derivative suits, and other allegations made by and against corporations, officers and directors. The team couples this experience with a commitment to delivering counsel that is considerate of the impact these matters may have on individuals as well as a client’s larger business objectives.

We have represented clients – both individuals and corporations – in derivative actions alleging breach of fiduciary duty on the part of officers and directors of publicly traded and privately held corporations. Our work includes representation of dozens of officers and directors of financial institutions against claims brought by federal regulators. We also have experience partnering with clients involving claims alleging violations of state and federal securities laws by corporations, officers and directors. Our representation has included creating and working with special committees appointed by corporate boards as part of investigating and defending claims by corporate shareholders.

Executive Compensation and Vesting of Stock Options

  • Defended corporate officers of public telecommunications company in derivative and securities suits alleging breach of fiduciary duty arising out of executive compensation and vesting of stock options. In re Sprint Securities Litigation (D. Kansas); Amalgamated Bank v. LeMay et al., (Circuit Court of Jackson County, Missouri).

Access to Corporation’s Records

  • Represented plaintiff shareholder/director in derivative action against local banking corporation to force access to corporate records. Dawson v. Dawson, 645 S.W. 2d 120 (Mo. Ct. App. 1983) (derivative litigation, dismissal of client’s claims reversed).

Bank and Financial Institutions Officers and Directors

  • Defended officers and directors of federally insured financial institutions against claims brought by FDIC and RTC for alleged breach of fiduciary duty. E.g., Resolution Trust Corp. v. Gibson, 829 F. Supp. 1121 (W.D. Mo. 1993); FDIC v. Dannen, 747 F. Supp. 1357 (W.D. Mo. 1990); Sight v. Resolution Trust Corp., 852 F.Supp. 1103 (D. Kan. 1993).

Corporate Bankruptcy

  • Defended officer/director of public corporation in two derivative suits alleging breach of fiduciary duty arising out of corporate bankruptcy. In re Stoico Restaurant Group Litigation, 2001 WL 30651 (D. Kan. 2001).

Derivative and Shareholder Claims

  • Currently defending derivative and shareholder claims involving substantial family-owned retailer of home improvement and construction products alleging, among other things, breach of fiduciary duty.

Negligence Claims Against Investment Advisors

  • Defended state and federal securities act and negligence claims against investment representatives. Munjak v. Signator Investors, Inc., et al., 316 F.Supp.2d 1086 (D. Kan. 2004); Jackson v. John Hancock Fin. Servs., Inc., 2005 WL 2293603 (D. Kan. 2005).

Securities Fraud Claims

  • Defended corporate officer of public corporate company against securities fraud claims, In re D.T. Industries Securities Litigation (W.D. Mo.).

Shareholders’ Rights

  • Represented corporate officers, directors and shareholders of ESOP-owned real estate company in derivative and shareholders’ rights litigation in Missouri state courts. McLeese v. J.C. Nichols Co., 842 S.W. 2d 115 (Mo. Ct. App. 1992) (derivative action, dismissed); separately defended derivative claims by large shareholders.