Corporate Disputes & Internal Investigations

We frequently work with clients on corporate governance issues, including shareholder disputes involving claims of breach of fiduciary duties, oppression, self-dealing, and corporate waste.

We also work with fiduciaries (e.g., boards of directors or subcommittees) to conduct internal investigations, including of potential criminal charges.  Those investigations have ranged from claims of improper contracting practices to compliance with federal law to accounting issues.

Our regulatory investigation experience includes several matters initiated by the Federal Trade Commission, and we have presented our investigation results to a variety of audiences, including the Securities and Exchange Commission, the FTC, and boards of directors.

We also counsel clients on data security and privacy issues, including responses to government investigations and inquiries relating to data security.

Representative Cases

Shareholder Disputes

Represented majority shareholder in breach of fiduciary duty claims based on the discovery of extensive self-dealing and corporate waste by the founding (selling) officers and directors of the company.  After a two week arbitration, we prevailed on fiduciary duty claims and reached settlements that included return of cash and shares to our client.

Represented co-founder and shareholder in lawsuit arising from attempted ouster from closely held company. After a four-day trial, we obtained a ruling reversing the purported termination of our client’s employment and affirming the authority of the Board of Directors in management of the Company’s affairs.

Represented 50% owner of Seattle area media and advertising firm in negotiations with fellow 50% shareholder regarding management and corporate governance disputes.

Represented company in breach of fiduciary case involving claims arising from self-dealing by 49% unit holder in connection with client’s supplier in Asia.

Represented Board of Directors of Seattle real estate firm in analyzing potential transactions with affiliates of executives to determine whether the contemplated transactions were on fair and reasonable terms.

Represented minority shareholder in negotiations relating to majority shareholders’ efforts to terminate minority shareholder’s employment at PLLC.  Negotiated business separation and compensation for client without filing suit.

Represented 50% owner of software firm in negotiations with co-owner regarding restructuring corporate governance framework and potential sale.

Internal Investigations

We represented the Port of Seattle in connection with a highly publicized federal criminal investigation of the Port’s contracting practices in the construction of the Sea-Tac Airport Third Runway. We later represented the Port in subsequent criminal investigations relating to the severance benefits awarded by the Port to its former Executive Director, and to operations of the Port’s Industrial Wastewater Treatment Plant. No charges were brought against the Port or any current or former Port employee as a result of any of these investigations.

Advised committee of board in connection with potential conflict of interest transactions involving affiliate companies controlled by officers of the client.

Advised audit committee of publicly traded company in connection with revenue recognition issues and restatement of quarterly financials arising from software licensing activities at client’s Asia sales office.

Represented Internet business in connection with Federal Trade Commission inquiry into data collection, sales, handling, including proceedings in Washington, D.C.

Represented Internet company in connection with state attorneys’ general investigation of Internet marketing practices.

Represented health care technology company in connection with governmental inquiries.

Represented consumer reporting agency in response to Federal Trade Commission Civil Investigative Demand regarding data collection practices and compliance with the Fair Credit Reporting Act.