Attorneys at the firm have significant experience in corporate governance matters. Our attorneys advise boards, directors, and officers with respect to crisis management situations and a broad range of other governance issues, including:
Satisfaction of the duties of care and loyalty and the protections of the business judgment rule;
Director conflicting interest transactions;
Indemnification of directors and officers;
The need to obtain shareholder approval for certain complex transactions;
Declaration of dividends or distributions;
Duties while a corporation is operating in the vicinity of insolvency;
Directors and officers’ liability insurance;
Development of board committee charters; and
Preparation of various corporate policy and procedure statements, including corporate disclosure policies.
In addition, we regularly work with corporations to modernize their certificates of incorporation and bylaws to provide them with the flexibility and protection they need to operate effectively and to keep them consistent with changing statutes. We also assist corporations with the design and implementation of corporate disclosure guidelines for their officers and directors.
