Wolf Popper provides guidance and support to institutional investors seeking to address governance deficiencies at U.S.-incorporated companies and ensure that boards and management act in the best interests of shareholders.

Identifying Governance Concerns

As part of our Portfolio Monitoring Services, we alert clients to serious governance issues that may impact shareholder rights or diminish investment value. These may include:

• Excessive executive or director compensation
• Self-dealing or conflicted transactions involving management or the board
• Backdating or repricing of “underwater” stock options
• Adoption of “dead-hand” or other shareholder-unfriendly poison pills
• Majority or controlling shareholders attempting to “cash out” minority shareholders at an unfair price or through a flawed process

When governance failures or abuses arise, we help fiduciaries understand the implications, evaluate potential courses of action, and determine whether engagement, escalation, or legal action is appropriate.

Support for Investors Seeking to Take Action

If a client chooses to address governance deficiencies, Wolf Popper provides support through both litigation and non-litigation approaches, depending on the situation and objectives. Options may include:

• Engaging with the company or board to seek corrective action
• Coordinating with other institutional investors for greater impact
• Initiating or participating in derivative or other shareholder actions to protect shareholder interests

Clients are not obligated to retain Wolf Popper for litigation when using our monitoring services; however, we are able to assist when action is warranted. Learn more about our broader Portfolio Oversight & Support framework for institutional investors.

Experience in Governance-Related Litigation

Wolf Popper has decades of experience prosecuting federal and state corporate governance matters and derivative actions on behalf of investor clients. Many of these cases arise in the context of mergers, acquisitions, or other change-of-control transactions where:

• The consideration offered to shareholders is unfair or inadequate
• Conflicts of interest impair management or board decision-making
• Fiduciary duties owed to shareholders are breached

Our work has helped investors secure improved financial terms and governance reforms that protect shareholder rights. When matters involve non-U.S. jurisdictions, we work with a network of local counsel to support investors in appraisal proceedings or governance-related actions abroad.

Contact Us

If your institution is facing governance concerns or would like to learn more about Wolf Popper’s Corporate Governance Support for Investors, please contact us. Our team can provide additional information or arrange a consultation to discuss how we can help protect shareholder rights and long-term value.