Litigation

Director & Officer Liability

Directors and officers need to make certain that all their insurance policies are well suited to their concerns and that they are adequately protected should an issue arise. Insurers need effective legal counsel to help evaluate and allocate these risks efficiently, and to resolve disputes with claimants when they arise. Our attorneys assist clients in evaluating, negotiating and enforcing their directors and officers, cyber, fiduciary, and other professional liability insurance policies.

We understand that a business of any size, whether public or private, can be a target concerning the management of company affairs, including claims from competitors, shareholders, and regulators. Legal challenges, allegations, and related investigations can be damaging to directors and officers and businesses. Our Litigation Group has significant experience in all types of matters involving the duties and responsibilities of directors and officers. Our attorneys have defended cases involving alleged breaches of fiduciary duties, failure of governance and management oversight, and other leading risks directed at businesses and the people who manage them.

We represent a variety of insured companies, directors, and officers, in state and federal courts. This breadth of experience enables us to provide valuable insight and proactive advice to our director and officer clients involved in complex disputes. Our attorneys bring extensive courtroom and litigation experience to protecting companies and their directors and officers against losses that allegedly result from errors in judgment, breaches of duty, and other acts in the course of their work.

Select Recent Representative Cases

  • Represented directors and officers of bankrupt portfolio company in action alleging breaches of fiduciary duty related to pre‑petition dividends and other payments to private equity sponsor.
  • Represented former family member directors and officers of manufacturer of ladders in claims by litigation trust alleging breaches of fiduciary duty arising from transactions to recapitalize company.
  • Represented directors of publicly traded company in suit asserting breach of fiduciary duty and securities law claims arising from alleged backdating of stock options.
  • Represented an individual who was sued by his former pension plan under ERISA for overpayments after he accepted the promise of an enhanced pension benefit distribution in exchange for early retirement.
  • Represented clients in a matter alleging breach of fiduciary duty and other claims related to a former company officer’s contentions that our clients promised him stock options and/or a stock bonus.
  • Represented a mining company in a weeklong commercial contracts arbitral dispute against a utility company concerning contributions to a multiemployer pension plan and related withdrawal liability resulting from the operation and closure of a mine.
  • As local counsel for IT staffing company, obtained favorable jury verdict for client on breach of contract, breach of fiduciary duty, and conversion claims against former employee.

Trial Experience

Cohen & Grigsby practitioners are trial lawyers with actual and frequent trial experience. Our litigators are regularly in court and have a track record of success, experience, and endurance for handling trials, regardless of complexity or length. The firm aggressively defends its clients and, where appropriate, seeks early resolution.

Adding Value

We believe the best value/results approach to serving clients is achieved by having its experienced attorneys be responsible for conducting the work for the client at reasonable rates. As a result, litigation cases are staffed with experienced, senior litigators who are charged with having “hands on” responsibility for all aspects of the cases, and, as a result, the attorneys charged with trying the cases know the case from start to finish. Associates and paralegals furnish assistance as appropriate to maximize efficiency and further reduce costs. We believe our model results in leaner staffing of cases and better value to clients.

In addition, the following are a few differentiators for your consideration:

  • Ranked by Vault as one of the top midsize firms in the country (Top 150 Under 150)
  • A number of our litigators have obtained peer group recognition, either by election to the Academy of Trial Lawyers of Allegheny County or by listings in the Best Lawyers in America or Pennsylvania Super Lawyers, including Super Lawyers Rising Stars.
  • From 2010 through 2017, the Firm’s General Commercial Litigation practice in both its Pittsburgh and Florida offices received the highest ranking, i.e., Tier 1, by U.S. News Media Group and Best Lawyers’ “Best Law Firms” publication.

Our Director and Officer Litigation team has represented corporate directors and officers and businesses in a variety of cases, including jury trials, across multiple states. Relevant cases include the following:

  • Represented beverage company in action involving alleged breach of contract, fraud, liability, and negligent misrepresentation. Angstrom Industrial Group, Llc v. Blume Honey Water Llc et al, U.S. District – Pennsylvania Western (Pittsburgh) 2:18cv1210 (ongoing).
  • Represented directors and officers of bankrupt portfolio company in action alleging breaches of fiduciary duty related to pre-petition dividends and other payments to private equity sponsor. IH I, Inc., et al. (Miller v. Sun Capital Partners, Inc., et al.), Case No. 09-10982, Adversary No. 10-52279 (Del. Bankr.), C.A. No. 13-01-01996 (D. Del.).
  • Represented former family member directors and officers of Werner Ladder Co. in claims by litigation trust alleging breaches of fiduciary duty arising from transactions to recapitalize company. Old Ladder Litigation Co., LLC v. Investcorp Bank B.S.C., et al., 08-CV-0876 (S.D.N.Y).
  • Represented directors of publicly traded company in suit asserting breach of fiduciary duty and securities law claims arising from alleged backdating of stock options. Black Box Corp. Derivative Litigation, No. 2:06-CV-01531 (W.D. Pa.).
  • Obtained dismissal, with prejudice, via preliminary objections of eight-count complaint of former corporate executive who claimed that he had been promised a five-percent equity stake in industrial company years earlier that he now valued at more than $5 million. The trial court ruling in favor of the company and certain of its officers and directors was affirmed on appeal. Paul J. Benec v. Armstrong Cement & Supply Corp., et al., No. 139 WDA 2016, 2016 WL 6876320 (Nov. 22, 2016), cert. denied, 641 Pa. 508 (2017).
  • Obtained dismissal of California lawsuit alleging breach of contract and fraud brought against manufacturer and two of its officers based upon alleged misrepresentations in the asset purchase agreement used in client’s acquisition of plaintiff’s business. Global Alarm Solutions, Inc. v. Guardian Protection Services, Inc., et al., No. BC 556747 (Cal Super. Ct. 2014).
  • Following an evidentiary hearing, successfully defended corporation in shareholder appraisal rights lawsuit challenging buy-out price for their publicly-held shares. The court found that in going private, the price that the company had offered to its dissenting shareholders constituted fair value under the Pennsylvania Business Corporation Law. In re Robroy Industries, Inc.; Petition of Louis H. Keil, et al., GD-01-16868 (Allegheny County C.C.P. 2001).
  • Obtained dismissal of claims brought against individual corporate director clients who were resident in Pennsylvania, on the grounds that they were not subject to personal jurisdiction in California based upon minimum contacts test. Roger B. Abbott v. Bernard Ebbers, 2004 WL 187419 (Cal. Ct. App. 1d. Jan. 30, 2004).
  • Prevailed in appellate litigation, overturning trial court’s ruling that individual corporate director client, resident in Pennsylvania, was subject to personal jurisdiction in California. Terry A. Serafini v. Syed Khadir, 68 Cal. App. 4th 70 (3d. Nov. 30, 1998).