Corporate Governance and Fiduciary Duty

The Corporate Governance practice at our Firm advises public and private companies, boards of directors and board committees as well as institutional and activist investors, hedge funds and public and private pension funds on a full range of matters involving corporate governance, fiduciary duties, and disclosure requirements, across a wide range of industries and global businesses. A core focus of this practice is in advising clients on wide ranging board level transactional issues and matters involving board structure and composition, corporate transactional fairness issues, management controlled or interested transactions, dividend declarations, restructurings and recapitalizations, spinoffs, and corporate charter and bylaw amendments.

We are highly experienced in litigating corporate transactional fairness issues, particularly in the Delaware Court of Chancery (as well as state and federal venues across the country), and over the years have represented parties in many high profile merger and acquisition related litigations, which have served to shape the law governing process, procedural and structural fairness, as well as officer and director responsibility, duties and shareholder rights. Our lawyers are on the forefront of trends in governance best practices and proposals put forth by Congress, the SEC, the stock exchanges and independent policy and advisor groups. We strive to bring both practical and creative approaches to the issues our clients are facing to serve their needs in the most efficient and effective manner. We are well equipped to provide in-depth analyses of governance practices and promote governance issues that best serve both short and long-term objectives.