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Corporate Governance Disputes

The lawyers are Kercsmar & Feltus are experienced in handling difficult corporate governance, securities litigation and corporate break-up disputes. We regularly handle complex, high-stakes matters ranging from shareholder litigation to internal corporate investigations to business break-ups to regulatory enforcement actions. We act for a variety of stakeholders, including corporations, shareholders, directors, members, financial institutions and partnerships in and approaching disputes, and regularly assist majority and minority interests, offerers and target entities. 

Our lawyers have been involved in many governance lawsuits and "bet the company" securities and merger/dissolution litigation matters in recent years. Geoffrey Kercsmar, the firm’s founding director, began his career in Delaware, often representing entities and individuals before the Delaware Court of Chancery. The firm has successfully represented companies and individuals before the Arizona Corporation Commission in matters arising from the sale of securities inside and outside Arizona.

As with all types of litigation, our lawyers make prevention the highest priority, providing guidance on disclosure, securities regulation and corporate governance, as well as assisting with internal investigations and reviews to identify potential sources of exposure.

Representative Cases

  • Represented Arizona hospitality and real-estate investment corporations in derivative action brought by minority shareholder related to alleged corporate freeze-out and misappropriation of corporate funds.
  • Defended two individuals accused of securities fraud by the Arizona Corporation Commission in connection with sales of mining interests in northern Arizona.
  • Successfully defended owners of millworking business in litigation arising from the dissolution of the business.
  • Represented a prothodontics dentist in litigation arising from the breakup of a prosthodonics dentistry group.
  • Defended a surgical practice against claims related to the practice’s buy-out of a former member.
  • Successfully defended one of the world’s largest banks in litigation involving allegedly fraudulent transfers.
  • Represented a group of physicians in their efforts to enforce rights under their operating agreement.
  • Obtained dismissal of all claims asserted by minority shareholder in connection with shareholder dispute of corporation that owned a large parcel of land in northern Arizona.
  • Obtained dismissal of all claims, including award of attorneys’ fees, against large Arizona-based ranch operation asserted by a purported purchaser of shares in the ranch operation.
  • Represented former promoters and officers of real estate investment trust in lawsuits in multiple jurisdictions asserted the REIT for breach of contract, racketeering, and breach of fiduciary duty.
  • Represented buyer of waste management business in claims related to purchase of business, including complex fraud and breaches of representations and warranties.
  • Represented privately held corporation in derivative claims asserted by former employee claiming to be a shareholder.
  • Represented investors in securities fraud litigation brought against the seller of interests in multi-family housing complexes in Arizona, Nevada and Washington
  • Represented the owner of a marketing company in corporate governance litigation against his co-owner
  • Returned control of a global security company to the rightful majority owner through a preliminary injunction in federal court

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