Colgate V. The Disthene Group, Inc.

DISCLAIMER: The results are specific to the facts and legal circumstances of each of the clients’ cases and should not be used to form an expectation that the same results could be obtained for other clients in similar matters without reference to the specific factual and legal circumstances of each client’s case.

Served as lead trial counsel for the plaintiffs, minority shareholders in a lucrative corporation, in a highly publicized set of state court cases in the Circuit Court of Buckingham County, Virginia.  Commentators have stated that the principal case, a suit for dissolution, is the most important corporate decision in Virginia in the last 20 years, and that the Court’s opinion is a must-read for every corporate lawyer in Virginia. 

  • In these cases, we addressed nearly every major issue in corporate and fiduciary litigation.  We achieved the judicial dissolution, on behalf of minority shareholders, of a holding company with three principal subsidiaries– Kyanite Mining Company, the Cavalier Hotel in Virginia Beach, and a large land holding company.  Judge Jane Marum Roush, appointed by the Supreme Court of Virginia to hear the case and sitting as judge designate, ordered the dissolution of the holding company after a three week trial, which involved more than 30 witnesses and some 1420 exhibits.  We argued more than a dozen motions, took most of the 60-plus depositions, and managed large volumes of discovery, including electronic discovery.  Because the Court stayed the derivative action until the conclusion of the dissolution trial, we litigated the derivative action for another year until the case ultimately settled shortly before the Supreme Court of Virginia heard oral arguments on the appeal of the dissolution case.  We also had numerous evidentiary proceedings in the related trust case and ultimately the Court granted our motions to remove two trustees. 
  • The court-approved, complex settlement of the dissolution case, the derivative case, and the trust case, resulted in the buy-out of all minority shareholders for $77 million and was identified by Virginia Lawyers Weekly as the largest civil settlement in Virginia in 2013.
  • See the Court’s letter opinion ordering the dissolution of The Disthene Group, Colgate v. The Disthene Group, Inc., 2012 WL 9391675, 85 Va. Cir. 286 (Aug. 30, 2012).
  • See the Court’s letter opinion on significant pre-trial issues in the companion derivative case, Colgate v. The Disthene Group, Inc., 2013 WL 8019576, 86 Va. Cir. 218 (Feb. 4, 2013).