Farella Braun + Martel offers a multi-disciplinary team to our clients who serve as officers and directors of public and private companies, or on special committees of those companies. We advise individual directors and officers on their fiduciary duties, compensation and benefits issues, D&O insurance, investigations and litigation, asset protection and preservation.

Corporate Governance

We regularly advise individual directors and officers in situations where a divergence may exist between the company and an individual director or officer, including:

  • contested relationships between the board of directors, shareholders, management and other corporate constituencies
  • evaluating conflicts of interest and corporate opportunity issues
  • board, executive and committee performance

Compensation and Benefits

Our corporate executive clients rely on our expertise in negotiating their employment and severance arrangements. Our expertise includes addressing change of control arrangements and golden parachute excise tax issues under Section 280G of the Internal Revenue Code.

Director & Officer Insurance

Farella Braun + Martel regularly advises Fortune 500 companies concerning the purchase of D&O coverage, including advising companies and outside directors about the scope of key coverages and exclusions, severability issues, and the purchase of "Side A" or "IDL" coverage for protection of outside board members and other directors and officers. We work closely with our Insurance Coverage Group to help our clients resolve disputes, either by negotiation or litigation, that arise over claims made against these policies.

We represent companies in a variety of industries, including technology, as well as directors in complex negotiations involving securities class actions and derivative actions, rescission claims by insurers, corporate insolvency issues, allocation disputes and the application of fraud exclusions.

Investigations and Civil/Criminal Litigation

We have extensive experience in helping directors and officers deal with inquiries, investigations and enforcement proceedings, as well as assisting in investigations of potential accounting irregularities, whistle blower claims and management misconduct.

Asset Protection & Preservation

We have extensive experience in planning to protect individual and family wealth from third parties and excess state and federal taxation, including the formation of Delaware trusts, family limited partnerships, and other entities relating to the ownership and preservation of wealth.

Firm Highlights

Publication

California Supreme Court Ruling Clarifies That the Notice-Prejudice Rule Is a Fundamental Public Policy That May Override Choice of Law Provisions

In  Pitzer College v. Indian Harbor Insurance Company , the California Supreme Court resolved two previously open questions in insurance law: (1) it concluded that the notice-prejudice rule [1]  is a fundamental public policy...

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News

Farella Braun + Martel Advises on Sale of 2,300-Acre Foote Ranch

Farella Braun + Martel represented a trust that owned 50% of the iconic 2,300-acre Foote Ranch in Sonoma, California in disputes with the ranch’s co-owners and in the subsequent $23.7 million sale of the...

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Publication

Changing Climate, Changing Laws: Addressing CEQA’s New Wildfire Risk Requirements in Project Development

Wildfires pose an increasingly serious threat to the public and environment in California. So it should be no surprise that the Governor’s Office of Planning and Research (OPR) amended Appendix G of California Environmental...

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Event

Complex Civil Litigation Symposium

Doug Dexter is a member of the planning committee for the 2019 Complex Civil Litigation Symposium.

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Publication

3 Lessons For Calif. Insureds From Late-Notice Rule Decision

In Pitzer College v. Indian Harbor Insurance Company,[1] the California Supreme Court resolved two previously open questions in insurance law: (1) it concluded that the notice-prejudice rule[2] is a fundamental public policy of California...

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Publication

San Francisco COPA Program Rules Released

The Mayor’s Office of Housing and Community Development (MOHCD) released program rules for the Community to Purchase Act (COPA) on September 3, 2019. The recently enacted COPA program (codified in Chapter 41B of the...

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Event

CalCPA: Wine Industry Conference

Lauren Gilbreth will present the session "Succession Planning" at the CalCPA - Wine Industry Conference. The ever dynamic wine industry is fraught with complicated tax, labor and accounting issues. Please join us as we...

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News

Ninth Circuit Upholds Data Miner's Injunction Against LinkedIn

The U.S. Court of Appeals for the Ninth Circuit sided with data analytics company hiQ Labs, Inc. and upheld an injunction barring LinkedIn from blocking it from accessing information made publicly available by the professional networking site’s users...

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Event

Women in Cleantech & Sustainability

Lysondra Ludwig will speak at the WCS Talks - a full day TED-Style event and startup pitch competition hosted by Google.

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News

A Major Victory for hiQ Labs, Ninth Circuit Upholds Its Right to Access Publicly Available LinkedIn Data

In a blockbuster ruling, the Ninth Circuit Court of Appeals affirmed startup hiQ Labs, Inc.’s preliminary injunction (PI) against LinkedIn granted by Judge Edward Chen of the United States District Court for the Northern...

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