Philadelphia partner Doug Raymond’s latest column for Directors & Boards, written with the assistance of associate Catherine Macomber, has been published in the First Quarter 2011 issue of the magazine. It focuses on the sharp increase seen in recent years in litigation against a company or its directors in the context of a sale of the company.
Doug, a partner in the firm’s Corporate and Securities Practice Group, outlines possible reasons for this rise in litigation, including developments in the plaintiffs’ bar and a general broadening of the types of cases they are bringing. He also outlines a number of steps directors can take to help protect themselves and minimize exposure to potential litigation. For example: consulting with good legal and financial advisors who are not burdened by conflicts of interest; using a carefully chosen special committee of disinterested directors; and keeping good records, including board minutes. “Although there is no protection against deal litigation, taking precautions such as those outlined above can go far in helping to settle these cases more quickly and for less money,” he says.