If you own stock in a company which is the target of a merger transaction and feel that the terms (including the price) or structure of the transaction are unfair, please call us at 212-889-3700 or fill out the form below and an attorney will contact you.

Mergers & Acquisitions / Corporate Governance


Directors of a publicly traded company owe the company's public shareholders the three pronged fiduciary duties of due care, loyalty and good faith, and full and fair disclosure. Abbey Spanier prosecutes class actions in state courts involving challenges to the fairness of, and the consideration offered in, transactions involving publicly traded corporations. Generally, these actions arise in the context of corporate mergers and acquisitions, which are consummated in the absence of a fair process and a fair price.

Abbey Spanier represents shareholders of public companies in state court fiduciary liability actions through its Mergers & Acquisitions practice to ensure that their investments are being protected and fully realized. Our experience has included:

  • Enjoining company sales at unfair prices and terms
  • Forcing management to solicit and consider other offers
  • Requiring the disclosure of vital information to shareholders
  • Setting aside the institution of a staggered board
  • Protecting the non-voting and low voting shareholders from acts of the controlling shareholders in a merger or other corporate transactions

In addition, effective corporate governance is essential in assuring the integrity and accountability of corporate officials of publicly traded corporations. Long before it was popular, in addition to securing monetary recoveries, Abbey Spanier challenged issues of corporate governance in an effort to bring about better accountability and responsibility on the part of corporate officers and directors. Successful governance reforms make corporate directors and officers more accountable to shareholders, instill investor confidence in the integrity of financial markets, and protect employees, bond-holders and other corporate constituents from the effects of fraud and misconduct.

The Firm's corporate governance successes include:

  • Removing procedural barriers to permit maximization of shareholder value
  • Changing the composition of Boards of Directors
  • Changing committee structure or composition
  • Setting aside Dead Hand Poison Pills