Derivative Litigation

We are deeply experienced in representing individual directors and officers in derivative litigation, as well as nominal defendant corporations. We also represent minority shareholders – in many cases company founders or early investors – in connection with derivative claims and/or inspections of corporate records in connection with enforcing important shareholder rights.

Examples of our work:

  • We represented the former VP of Human Resources of a Bay Area technology company facing breach of fiduciary duty claims in Federal District Court seeking millions of dollars in alleged damages.  We investigated and rebutted the core conclusions of the Company's counsel and secured dismissal of all claims against our client with no payment by him or his insurer – a full walkaway resolution.
  • We represented the CFO and Independent Directors of a publicly-traded company who were hit with breach of fiduciary duty claims in Federal District Court claiming millions of dollars in damages.  We won an early motion to dismiss all claims.  When related follow-on claims were filed against the Company in state court, we obtained indemnity for our clients and resolved the state court action with no payment by our clients.
  • We represented to former CEO and two additional corporate officers of a bankrupt consumer goods company who were hit with derivative trustee claims alleging conduct causing damage to the Company triggering bankruptcy.  We investigated and vigorously defended our clients' actions and business decisions, all of which were reasonable responses to remarkably challenging market conditions.  We resolved the claims with no payment by any of our clients.
  • We represented an iconic, privately-held San Francisco company in litigation asserting derivative claims against certain members of senior management.  Following formation of a Special Litigation Committee and a full investigation, we worked with counsel for the SLC and all parties to implement the SLC's recommendations in a manner beneficial to the Company and its shareholders.  The litigation was resolved in a favorable manner that met the Company's strategic goals.
  • We represented a major equity owner of a Bay Area company whose CEO was mismanaging the company and deploying the company's funds for personal expenses.  After a full investigation, we asserted derivative and direct claims and obtained a finding of breach of fiduciary duty, resulting in a favorable resolution of the matter for our client.


Kaufhold Gaskin Gallagher LLP would be pleased to discuss your legal issue by phone or in person. Send us a message and one of our attorneys will respond to set up an appointment.