Directors & Officers Liability

PRACTICE AREA CONTACTS: Thomas L. McCally, Tina M. Maiolo, and Nat P. Calamis

A company can rise or fall depending upon the acts or omissions of its directors and officers. This is true whether the entity is for-profit or not. Carr Maloney is sensitive to, and appreciates, how a D&O lawsuit can significantly impact any company, organization or association.

There are many acts or omissions that could be detrimental to a company and its directors and officers. Carr Maloney has extensive experience defending all types of D&O claims. Our attorneys regularly defend companies, organizations and associations, and their directors and officers, in matters involving restraint of trade/antitrust, breach of contract, deceptive trade practices, business/corporate torts, breach of fiduciary duty, shareholder disputes, usurpation of corporate opportunity, among other claims.

One of the fastest growing areas of D&O litigation is claims of unlawful employment decisions. This has also expanded into claims accusing directors or officers of violating employees’ civil rights. Our attorneys defend directors and officers in claims involving employment and labor law disputes, discrimination, sexual harassment, wrongful discharge, ERISA, employee benefits, and other federal, state and local fair employment practices. Please see the specific section regarding our Employment & Labor Law practice for a more complete description. Our D&O practice group represents clients in all levels of state and federal courts, in arbitration, and/or before the administrative agencies.

Businesses also face ever-changing statutory and regulatory requirements that expose a company and its directors and officers to liability for noncompliance. One example is the Sarbanes-Oxley Act, which obligates directors and officers, among others, to comply with many complex reporting, internal auditing and risk management requirements. Under the same Act, directors and officers are exposed to individual liability for retaliation against any employee who makes an internal or external complaint about the company’s failure to comply.

With the growing public policy to protect individuals and their investments, the laws affecting directors and officers will continue to evolve. With the interplay of all of its practice areas, our Firm understands the current and potential future issues that face businesses of all sizes, as well as their directors and officers.

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