We counsel boards of directors, board committees and management of public and private companies on a wide range of corporate governance issues. Our attorneys routinely work with institutions to develop key governance documents, such as charters, articles of incorporation, bylaws, committee charters, and “best practices” policies and procedures, and educate directors and officers on their ongoing fiduciary duties. We also help clients to understand and comply with the laws, regulations and stock exchange listing standards that govern director and auditor independence standards, executive compensation planning, and mandatory corporate disclosures, among other matters. We have extensive experience in guiding clients through executive succession; corporate control issues, including proxy contests, hostile takeovers and anti-takeover planning; forming special committees and conducting internal investigations; responding to regulatory investigations and inquiries; litigation avoidance; and developing compliance programs. In every representation, we provide critical education and help clients to examine the practical and legal implications of taking a particular course of action, including evaluating potential regulatory consequences and responses from proxy advisory firms and shareholders.
