Corporate Governance

With many public companies and 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. 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 is dedicated to remaining 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 experience 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

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
  • 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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Addleman and Gottschall in Law360: ‘Understanding SEC’s Aggressive Shift on Disclosure Controls’
April 11, 2023

Partners Kit Addleman and Kurt Gottschall authored an article in Law360 discussing the SEC’s aggressive shift on disclosure controls. During February and March, the U.S. Securities and Exchange Commission charged three public companies and imposed $46 million in penalties based in part on what historically had been a seldom-used provision of the federal securities laws: the disclosure controls and [...]