Corporate Governance
We regularly advise corporate boards of directors and management on corporate governance issues both at the day-to-day level and in connection with unusual transactions such as a mergers, securities offerings, employment issues and shareholder disputes. We can assist your board in determining and structuring executive compensation including employment agreements, bonus arrangements, equity compensation arrangements, and other benefits, as well as with addressing concerns that may be raised by one of your regulatory agencies.
We have counseled clients on a wide spectrum of corporate governance matters, including:
- Proxy solicitations and preparation of shareholder meeting materials
- Takeover defense plans
- Merger and acquisition planning
- Securities disclosure matters
- Sarbanes Oxley Act
- Corporate governance matters
- Stock policies
- Risk management
- Executive agreements and compensation arrangements
- Management succession
- Director and officer liability insurance and indemnification
- Fiduciary duty matters
- Management interlocks
- Insider and affiliate transactions
- Conflicts of interest
- Regulatory compliance responsibilities and enforcement, including criminal enforcement
- Examination process
- Appeal of examinations and agency determinations
- Risk-based capital and prompt corrective action
- Special investigations arising from crisis situations
- Troubled assets