Corporate Governance Practice Group
Corporate governance has become a concern beyond boardrooms and executive suites as vivid details have emerged of companies that failed to protect the interests of shareholders, employees, creditors, and customers. Attorneys in Saul Ewing's Corporate Governance Practice Group advise clients on how to construct and implement practices and procedures to help avoid devastating situations that can severely undermine a company or organization. If a crisis situation does occur, our attorneys help clients respond in a manner that will minimize disruption to the business and harm to the client.
Whether it is advising directors and officers of their fiduciary and financial reporting responsibilities, defending lawsuits, assisting clients in mergers and acquisitions or developing compliance programs, our Corporate Governance attorneys are thoroughly prepared to counsel directors and officers on their corporate governance responsibilities and represent them in governance disputes.
Core Capabilities
- Counseling boards, management, individual directors and board committees on:
- Ordinary course and extraordinary Board decision making
- Strategic transactions
- Shareholder rights and concerns
- Compliance
- Compensation
- Investigations and interested transactions
- Board governance
- Activist and institutional shareholders
- Board and shareholder communications
- Board policies and procedures
- Board composition
- Takeovers and anti-takeover provisions and other obligations
- Fiduciary and other duties
- Preparing and managing Board self-assessment processes
- Acting as counsel to independent Board committees with respect to litigation, strategic transactions or investigations
- Advising public company Boards with respect to exchange and federal securities rules
- Conducting continuing education for boards, directors, management or employees regarding governance topics
- Prepare and provide advice on company policies such as code of conduct, document retention, insider trading, etc.
- Advise management with respect to company governance (best practices and requirements including risk management and internal audit programs)
- Counseling on duties of management and employees
- Counseling companies, boards, management and employees in connection with state and federal compliance issues
Litigation Experience
In the event an individual, institution or company is subject to an investigation involving corporate governance, we are well-equipped to defend them. Services include:
- Transactional and commercial litigation from inception through conclusion in the Delaware Court of Chancery, the Delaware Supreme Court and various state and Federal courts in Pennsylvania, New York, New Jersey, Maryland and Delaware
- Avoiding, conducting and defending against governmental investigations and actions
- Conducting and managing complex commercial litigation arising from governance issues including disputed or challenged corporate and shareholder actions and transactions, interested transactions fraud and irregularities, governmental action and investigations, shareholder disputes and non-compliance
- Defending directors and boards challenging a variety of corporate transactions, including:
- merger and spin-off (acquiror as well as target)
- sale of control of company
- denial of stockholder proposals
- proxy contests
- Represented corporations with respect to Delaware statutory actions involving:
- Section 102 (Exculpation)
- Section 145 (Indemnification and Advancement)
- Section 262 (Appraisal rights)