Shareholder Rights Litigation
The Miller Law Firm, P.C. has successfully litigated a variety of shareholder rights matters including those dealing with oppression of minority shareholders, proxy fights, changes to corporate governance, and corporate takeovers, among others. Here is an example of some of our shareholder rights cases:
• We represented the managers who were also members of the Board of Directors of a large, successful company in a suit brought by a block of 50% of the shareholders who were attempting to take over control of the company and oust our clients from the Board. We were able to secure our clients' positions as the controlling mangers and members of the Board.
• When the board of a company had effectuated a restructuring without putting it to a shareholder vote, we represented the owner of common stock of a real estate investment trust against the trust and its officers. This restructuring had essentially provided the board with extraordinary veto power to block any sale or merger transaction.
• In a proxy battle between two shareholder groups for control over a publicly traded company, we represented shareholders who held a substantial amount of shares that the plaintiff was attempting to enjoin from voting. Our clients acquired their shares in a previous transaction in which their company was acquired by the publicly traded company for stock and cash. The plaintiff claimed the sale was a prohibited business combination under Section 7A of the Michigan Corporation Act. The court denied the injunction and dismissed the case.
• In a derivative suit that settled shortly before trial, we represented shareholders who sought to implement corporate governance changes to improve the way the company governed itself. We successfully negotiated for certain changes including limitations on the numbers of committees on which a board member could serve, structural changes to the company's audit committee policies, attendance requirements for board members, and revisions to corporate guidelines to promote independent evaluation of directors.
• We represented plaintiffs in a dispute between five siblings who had inherited a reputable and profitable company from their parents. The defendants controlled the company and attempted to squeeze out our clients, employing a campaign of coercion that they hoped would cause our clients to accept a buyout of their shares at an artificially low value. The case settled for a seven-figure settlement with our clients' shares being bought out at a very favorable value.