CORPORATE LITIGATION
Our team advises companies, managers, directors, shareholders and investors on the prevention and resolution of corporate governance and shareholder disputes.
We regularly advise and represent both majority and minority shareholders in disputes arising from breaches of shareholders’ agreements, claims involving abuse by majority or minority shareholders, and the enforcement of contractual exit mechanisms, including put and call options, compulsory transfer provisions, rights of first refusal and drag-along rights.
Our team has significant experience in disputes arising out of M&A transactions, both before and after closing, as well as investment-related disputes more generally. We advise clients on matters involving the failure to disclose material information, purchase price adjustment mechanisms, earn-out provisions, representation and warranty claims, indemnification claims and other post-closing disputes.
We have extensive experience advising on corporate governance matters, including executive departures, management incentive plans, carried interest arrangements, severance arrangements and non-compete obligations. We also represent clients in disputes involving directors’ and officers’ liability, including claims arising from alleged mismanagement, breaches of fiduciary duties, related-party transactions and breaches of reporting and disclosure obligations.
As corporate governance standards and financial and non-financial reporting requirements continue to evolve, the role of shareholders—particularly in listed companies—has expanded significantly. Shareholders are no longer passive investors but key stakeholders capable of influencing strategic decision-making, governance practices and long-term value creation. We advise shareholders, institutional investors, investment funds and shareholder groups in connection with shareholder claims aimed at securing full and accurate disclosure, pursuing directors’ and officers’ liability, challenging corporate decisions, and protecting minority shareholders against transactions likely to prejudice their interests.
For every matter, we develop a tailored strategy reflecting the legal, financial and reputational issues at stake.
Depending on our clients’ objectives, we either pursue a negotiated settlement through a structured negotiation process or implement a robust and determined litigation strategy.
Our Areas of Expertise
- Shareholder Disputes
- M&A and Transaction-Related Disputes
- Corporate Governance, Executive Departures and D&O Liability
- Shareholder Activism
- Derivative and Shareholder Claims
Recent Representative Experience
- Advising the founder of a French company in a dispute with the U.S. purchaser and new shareholder regarding the implementation of an earn-out provision
- Advising the former Chief Executive Officer and founder of a French company in connection with claims brought by the U.S. purchaser and new shareholder alleging mismanagement in the implementation of a cash pooling arrangement
- Representing the founding shareholders of a French cybersecurity company and their holding companies in civil and criminal proceedings brought by a former shareholder alleging fraudulent conduct in connection with the acquisition of his shares
- Representing, pro hac vice, former shareholders of a Delaware corporation before the Delaware Court of Chancery in a dispute with the purchaser concerning the delivery of restricted stock consideration under a merger agreement
- Representing the majority shareholder of a wind turbine manufacturer in multiple proceedings involving the company’s former legal representative and founder, including disputes over the validity of his removal, his access to the company’s headquarters, and his continued use of the title of “Chairman” in communications with employees and the local media
- Representing the majority shareholders of a casino operator in summary proceedings brought by minority shareholders seeking the appointment of an ad hoc representative
- Representing an e-sports company and its majority shareholders in a dispute with former minority shareholders concerning the enforcement of a withdrawal provision
- Representing a minority shareholder and corporate officer in a dispute with the majority shareholder and Chairman of a French simplified joint-stock company (SAS) operating in the advertising sector
- Representing the founder of an internationally recognized haircare brand following his removal at the initiative of the majority shareholders, including claims relating to the wrongful termination of his position as Chairman and the invalidity of the compulsory acquisition of his shares
- Advising and representing a shipping company specializing in low-carbon vessels, a minority shareholder in a joint venture established for a strategic European space autonomy project, in a shareholder dispute and multiple proceedings against its majority shareholder, a leading French shipowner