Boards of directors, board committees and executive officers of public and private companies must navigate numerous laws and regulations as they oversee corporate entities. Faegre Baker Daniels counsels on corporate governance best practices to help companies comply with regulations and operate efficiently. Our attorneys work closely with corporate leadership to understand company operations and structure so we can provide relevant and tailored advice.

We counsel on all standard corporate governance matters, such as:

• Drafting articles of incorporation and charters of bylaw provisions
• Nominating and removing directors and officers
• Structuring boards and committees
• Board members' fiduciary duties regarding mergers, acquisitions and financings, and relevant contractual provisions
• Oversight obligations and liability issues
• Executive compensation
• Standards of conduct and codes of ethics
• Charters for audits
• Drafting, implementing and enforcing corporate governance policies and procedures
• Conducting investigations
• Crisis management
• Avoiding litigation
• Improving corporate governance ratings
• Managing relationships with outside auditors, compensation consultants and other third party advisors

We assist our clients in implementing structural defense against hostile takeover attempts by:

• Drafting charter amendments to establish staggered boards, advance notice requirements for director nominations, fair price provisions and flexible preferred stock plans
• Preparing and implementing share rights plans ("poison pills")
• Handling proxy contests and hostile tender offers

Public companies face a unique set of corporate governance requirements. Our professionals are experienced in helping public companies understand, comply and stay up to date with the Sarbanes-Oxley Act of 2002, Securities and Exchange Commission rules, and stock exchange standards. We assist in preparing disclosures required for SEC reports.

Additionally, we advise private companies on measures that may boost their value, often in preparation for initial public offerings. We help venture capitalists and investment banks analyze the impact of regulatory requirements and the corporate environment on financing transactions. We also advise nonprofit organizations on how corporate governance reforms impact their boards.

An international presence enables us to compare U.S. reforms with changes in other countries and to advise clients on adjusting their compliance programs for application to non-U.S. employees.