Boards of directors, board committees and executive management in public and private companies must navigate complex and evolving laws and regulations regarding corporate governance. Faegre Baker Daniels lawyers provide sophisticated, practical advice on corporate governance best practices to help clients comply while still operating efficiently in a world of increased scrutiny of corporate governance matters.
We represent more than 60 U.S. and 15 UK public companies across an array of industries. We work with companies of all sizes, from those that have just completed IPOs to mature Fortune 100 businesses.
Representative public company clients for which we provide corporate governance advice include:
- Ameriprise Financial
- Bemis Company
- Capella Education Company
- ITT Educational Services
- Life Time Fitness
- Piper Jaffray Companies
- Simon Property Group
- The Spectranetics Corporation
- Target Corporation
- tw telecom
- Wells Fargo
Broad Corporate Governance Expertise
Our professionals help public companies understand, comply and stay current with Sarbanes-Oxley, Dodd-Frank, Securities and Exchange Commission (SEC) rules, and stock exchange standards. We regularly assist in preparing disclosures required for SEC reports.
We advise private companies on measures that may boost their value, often in preparation for initial public offerings and other liquidity events. 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.
We counsel on all standard corporate governance matters, such as:
- Drafting charter and bylaw provisions
- 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 audit, compensation and governance committees
- Drafting, implementing and enforcing corporate governance policies and procedures
- Nominating and removing directors and officers
- Conducting investigations
- Crisis management
- Avoiding litigation
- Improving corporate governance ratings
- Managing relationships with outside auditors, compensation consultants and other third party advisors
Shareholder Activism & Hostile Takeovers
We also assist our clients in responding to shareholder activists and implementing structural defenses against hostile takeover attempts by:
- Evaluating and drafting charter amendments regarding 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
Our lawyers frequently assist corporations, audit committees and special committees in conducting independent internal investigations of known or suspected illegal or improper activity. We have conducted internal investigations on FCPA violations, accounting and securities fraud, whistleblower claims, and management self-dealing.
Cross-Border Governance Matters
Our expertise extends beyond U.S. domestic corporate governance matters as well. With offices in the UK and China, we have an international presence that enables us to compare U.S. reforms with changes in other countries and to advise clients on adjusting compliance programs for application to non-U.S. employees.