Director & Officer L ...

Director & Officer Liability

Providing strategic counsel in an increasingly complex environment

Butler Snow has been defending company directors and officers for more than 60 years and has been privy to the ongoing evolution of those responsibilities. In today’s business environment, corporate management’s decisions are increasingly scrutinized and challenged. Our attorneys handle matters involving director and officer duties, including state and federal court litigation, derivative actions, shareholder demand letters and special committee investigations. Our team’s defense of directors and officers, in both public and privately owned companies, extends to a wide array of industries.

The mainstay of the firm’s D&O liability practice focuses on issues related to closely held or family-owned companies. In recent years, the growing complexity of the unique concerns of directors and officers in these entities, including tax and control issues and the avoidance of minority shareholders oppression, demand the tactical edge provided by the Butler Snow business litigation team.

A history steeped in innovation

Our director and officer liability practice rose to prominence in 1956 through successful representation in the landmark case, Knox Glass Bottle Company v. Underwood, the first Mississippi Supreme Court case to define in detail the fiduciary duties of corporate directors and officers. Since that time, we have broadened both our scope and our reach—to represent clients at all levels of the judicial system.

Our attorneys are recognized as leaders in the representation of officers and directors in significant “failed bank” suits. Our presence in this area became notable in the 1980s, defending lawsuits against former directors and officers of failed financial institutions.

Additionally, we helped author state legislation that defines the necessary standard of care and significantly limits the liability of directors and officers of financial institutions.


  • Representation of a national company in the daily fantasy sports industry and its officers in an investigation by the New York Attorney General’s Office.
  • Represented a special board committee of a health care company with respect to claims raised by a shareholder.
  • Represented a special committee of board members of a governmental entity investigating allegations raised in the media of internal misconduct.