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Corporate Governance

Practice Group

Main Practice Contacts

Michael M. Boone
+1 214.651.5552


Janice V. Sharry
+1 214.651.5562

Related Services



In the News

Haynes and Boone Co-Founder Mike Boone Named Recipient of 2011 Law Firm Distinguished Leader Award by American Lawyer

Firm co-founder and Partner Mike Boone has been named the recipient of the prestigious 2011 Law Firm Distinguished Leader Award by The American Lawyer, which annually honors an individual whose contributions to law and society have made positive impacts.

“We are pleased to congratulate Mike on this outstanding national honor,” said Managing Partner Terry Conner. “He is truly deserving of this award, and we thank him for his dedication and service to Haynes and Boone and our clients. Mike embodies all traits of a true leader and sets the bar high for us when it comes to professional and community service.” >>

Survey Ranks Haynes and Boone Tops for D-FW Corporate Law

DALLAS – Haynes and Boone, LLP has been selected No. 1 for corporate law in the Dallas-Fort Worth area by Corporate Board Member magazine and FTI Consulting Inc.

It is the seventh consecutive year that the firm has been named a Top Corporate Law Firm in the study, which this year identified the top three law firms in 25 major U.S. metropolitan areas according to the directors and general counsel polled.

The magazine began surveying directors and general counsel of U.S. publicly traded companies in 2001, and Haynes and Boone has earned top marks in DFW nine of the last ten years. >>



Recent Publications

March Madness: Is Your Public Company an Acquisition Target?

You are the general counsel of a public company and expect M&A activity to increase in the United States during 2012. Do you know if your company looks like a good target to potential acquirors? >>

Deal Primary: Electing the Right Transaction Structure

You are the general counsel of a public company, and your board and your CEO are considering the company’s strategic acquisition options. Your input is needed on the different forms that such a strategic transaction can take. having a general understanding of the following five acquisition structures will take you a long way: (1) tender offer, (2) merger, (3) asset sale, (4) leveraged buyout, and (5) management buyout. >>

Let's Go Shopping

You’re the general counsel of a public company and your CEO calls you to tell you that he is interested in acquiring another public company. He’s already asking you how quickly this can get done and what the company needs to do. What are the first steps you should take? >>





Corporate Governance

With more than sixty public companies and many large private and family-owned companies as clients, Haynes and Boone is very experienced in advising independent directors, executive officers, controlling stockholders, stockholder groups and other constituencies on governance issues. Corporate Board Member magazine, based on its annual survey of 25,000 directors nationwide for the purpose of identifying the top U.S. corporate firms, has consistently recognized Haynes and Boone for its corporate practice expertise. We have captured a top spot for the past seven years for Dallas headquartered law firms. Because of our experience in the field of corporate governance, our lawyers are invited to speak at professional seminars and publish articles on governance issues. Haynes and Boone strives to be on the cutting edge of “Best Practices” and new developments in corporate governance.

Advising On Corporate Governance

Boards of directors, senior management teams, independent directors, board committees and stakeholder groups turn to Haynes and Boone lawyers for our expertise on the following kinds of governance matters:

Director Duties in Making Business Decisions
  • Proper due diligence
  • Proper deliberation
  • Proper use of third-party experts
  • Proper preparation of board minutes
  • Proper due diligence

 Director Duties in Monitoring and Overseeing the Affairs of the Corporation 
  • Risk management oversight
  • Audit function oversight
  • Management conduct oversight
  • Executive compensation oversight
  • Executive officer termination

Director Duties in Detecting and Preventing Corporate Wrongdoing
  • Effective corporate compliance programs
  • Internal investigations
  • Enforcement of ethics and legal compliance programs Board composition and operating protocols
  • Board operating protocols
  • Director self-evaluation protocols
  • Classified board structures
  • Board compensation issues
  • Internal conflicts with a board

Special Independent Board Committees 
  • Interested party transaction committees
  • Internal investigation committees
  • Derivative litigation disposition committees
  • Proper formation and operation
  • Proper selection of independent advisors

Governance Documents 
  • Corporate charter and bylaws
  • Board committee charters
  • Codes of conduct
  • "Whistleblower" procedures
  • Governance principles

Takeover Controversies 
  • Proxy contest strategies
  • Hostile tender offer strategies
  • Director fiduciary duties

Shareholder Activism
  • Responsive strategies to activist's demands

Stockholder Meetings 
  • Bylaw provisions governing stockholder meetings
  • Meeting preparation
  • Election of director protocols
  • Proxy solicitation and compliance

Sarbanes-Oxley Act Compliance 
  • Officer certifications
  • Internal controls certification
  • Whistleblower issues
  • Disclosure controls and procedures
  • Board self evaluations
  • Board independence standards
  • Stock exchange listing requirements relating to internal affairs of the corporation

Stock Exchange Governance Requirements 
  • Compliance issues
  • Director independence standards
  • Board committee issues

Protecting Directors Against Personal Liability 
  • D&O insurance safeguards
  • Indemnification safeguards
  • Exculpatory charter provision safeguards
  • Board training programs on director conduct

Close Corporations 
  • Sale of control issues
  • Oppression of minority stockholders
  • Stockholder buy-sell agreements
  • Stockholder voting agreements

Our corporate governance practice includes experienced attorneys from numerous practice groups, including corporate, securities, litigation, tax, labor/employment, and corporate restructuring practices. We tailor our advice to the specific circumstances of our clients. We also regularly provide pertinent training seminars to Boards, special committees and executive management regarding corporate governance issues.
 

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