Forms these disputes take
Corporate governance cases usually involve claims that directors, officers, or controlling owners breached fiduciary duties, for example through self-dealing, an unfair merger, or failing to oversee serious risks. Shareholders may sue directly for harm to themselves or derivatively on behalf of the company, and derivative claims come with procedural hurdles such as a demand on the board or a showing that demand would be futile. Other cases arise from demands to inspect books and records, contested elections, disputes over the meaning of bylaws or shareholder agreements, and, in closely held companies, claims of oppression that can lead to a buyout or dissolution. Which law applies usually depends on where the company is incorporated.
Delaware, New York, and the documents
Many larger companies are Delaware corporations, and governance disputes over them are often heard in the Delaware Court of Chancery, a court without juries that handles these cases regularly. Delaware amended its corporate statute in 2025 in ways that affect controlling-stockholder transactions and inspection demands, so the version of the law that applies to a given transaction needs checking. New York companies are governed by the Business Corporation Law and, for LLCs, the LLC statute, and closely held disputes are often heard in the Commercial Division. In every case, the company's charter, bylaws, operating agreement, and shareholder agreements matter, because they may limit claims, set procedures, or choose a forum.
Preparing to bring or defend a claim
Gather board minutes and materials, the governing documents, the transaction documents at issue, and the communications that show how a decision was made. For a shareholder, a books-and-records request can sometimes come first, giving you information before deciding whether to sue. If you serve on the board, ask whether an independent committee should be formed and whether indemnification, advancement of fees, and insurance are available. In a first meeting we look at the forum, the applicable law, and the procedural steps that come before the merits. We also consider whether negotiation, mediation, or a buyout could resolve the dispute.
