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Director and Officer Liability
Director and Officer Liability
Overview | Representative Matters Overview
Vinson & Elkins has represented corporate officers and directors in securities fraud class actions, shareholder derivative suits, insider trading investigations, administrative actions before government regulatory agencies, and corporate governance disputes involving claims for bad faith, breach of fiduciary duties, and negligence. V&E frequently assists in internal corporate investigations for boards of directors and their committees to identify and evaluate the scope of alleged fraud and wrongdoing by corporate employees. Vinson & Elkins' officer and director clients come from public and private entities in a broad range of industries, including information technology companies, pharmaceutical concerns, financial institutions, and energy companies.
V&E lawyers have extensive practical knowledge of how claims against directors and officers are litigated and resolved based on their substantial experience and knowledge of this field of law. Our lawyers are well known by both the leading shareholder litigation firms and D&O insurers, and our proven record in such cases can benefit our clients in court proceedings, settlement negotiations, and enforcement matters.
For additional information about Vinson & Elkins’ representation of directors, officers, and others in securities litigation, enforcement matters, and internal investigations of securities-related issues, please see the Securities Litigation and Enforcement practice areas description.
Representative Matters
In courts and arbitration proceedings throughout the United States, including Delaware, New York, and Texas, V&E has:
- Defended directors and officers in state court against class action claims for breach of their fiduciary duties in connection with the merger of independent oil and gas exploration companies; the court denied injunctive relief and dismissed the action for failure to state any claim
- Obtained summary judgment in a case of first impression inTexas state court alleging insider trading and breach of fiduciary duty by group of stockholders
- Defended directors and officers in class action cases filed throughout the United States, obtaining summary dismissals of claims in many cases
- Obtained acquittal of individuals accused of insider trading in criminal actions
- Obtained summary judgment on all claims for former general counsel of public company in SEC civil action for insider trading private securities and contract actions
- Defended principals of investment banks in securities class actions, shareholder derivative cases, and bankruptcy proceedings involving fairness opinions, restructuring proposals, and other advice
- Represented directors and officers of failed financial institutions throughout the Southwest in court cases alleging negligence, gross negligence, and breach of fiduciary duties brought by individuals, companies, and government organizations
- Defended multiple former officers and directors of companies involved in interstate trucking and home mortgage finance industries in adversary proceedings brought by bankruptcy trustee
- Represented the CFO of a national franchise restaurant operation in connection with a securities fraud class action filed in federal court in San Antonio
- Represented the president and a director of an oil and gas exploration company in a Chicago securities class action alleging misrepresentations and concealment of material facts in a proxy statement
- Represented a corporate officer in Houston state court action filed by investors alleging an unlawful "warehousing" conspiracy
In SEC and NYSE enforcement matters and internal investigations, Vinson & Elkins has represented corporate directors and officers in the following matters:
- Represented individual directors and officers in ongoing SEC and DOJ investigations into accounting-related issues
- Represented individual officers and directors in numerous SEC investigations involving alleged insider trading or tipping
- Represented CFO of public company in SEC action for fraud and books and records violations arising out of alleged agreement to manipulate accounting entries to improve “pro forma” financial statements; case settled favorably at no cost to client
- Represented CEO in CFTC investigation involving alleged misuse of a managed account; no action was taken
- Represented outside directors in lawsuit by SEC alleging fraud and deceit in connection with the purchase and sale of the stock of a publicly traded oil and gas exploration company
- Conducted internal investigation for the Audit Committee of a publicly-traded company after internal and external auditors raised concerns about accounting treatment of certain issues, internal financial controls, and integrity of CFO and other officers
- Conducted internal investigation for Audit Committee into allegations of fraud at a major food manufacturer
- Conducted internal investigation for the Special Litigation Committee of a NYSE-listed niche insurance company evaluating an action filed by dissident shareholders
- Conducted internal investigation for a Special Committee of outside directors of a public company to address SEC and grand jury investigations into alleged accounting irregularities at a garment manufacturer
- Represented the Special Litigation Committee of a NYSE company investigating claims asserted by a shareholder; the eighteen-month investigation assessed the company's overall corporate governance and over 100 alleged fraud and self-dealing claims asserted against the company's officers and directors
- Conducted internal investigation for the Committee of Disinterested Persons under the Texas Business Corporation Act into allegations of mismanagement and self-dealing at a privately held software testing company
Prior results do not guarantee a similar outcome.
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