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Corporate Governance

Overview

Smith Anderson’s Corporate Governance team is comprised of lawyers with decades of experience representing public, private and nonprofit organizations and their boards of directors on their most sensitive matters. We routinely work with boards of directors to set the appropriate tone at the top, including implementing appropriate board and committee structures, corporate governance policies and procedures and risk management and mitigation strategies. We help directors and their in-house advisors understand, implement and adhere to their fiduciary and regulatory obligations and implement robust compliance programs and procedures, all with a goal of minimizing risk, maximizing value and optimizing corporate culture.

Our attorneys serve as primary outside counsel to a number of leading organizations and provide guidance directly to boards of directors and to inside general counsel. Additionally, our lawyers have worked as former executives and general counsel at global public companies, are current board members of over 20 public and private companies, are current board members of over 100 charitable organizations and serve in various other board and nonprofit advisory roles. 

Our Corporate Governance practice is multidisciplinary by design and includes Chambers USA-rated and state-wide recognized attorneys from our Corporate, Public Companies and Health Care practice groups who work seamlessly with our firm's seasoned employment, regulatory and compliance lawyers to provide organizations and their leaders with integrated advice and planning. We tailor our counsel to each organization’s mission, business and stage of growth and the unique characteristics of its board of directors and leadership team.

Experience

Representative Experience

  • Representing numerous public companies, advising boards of directors on auction processes and takeover transactions, corporate investigations, crisis management, shareholder lawsuits, corporate governance trends and best practices, controlled company matters and board self-evaluations.

  • Representing private company boards of directors in developing appropriate processes to promote growth and capitalize on opportunistic and planned exit events, and counseling nonprofit boards of directors on fiduciary duties, appropriate stewardship and succession planning. 

  • Managing formal investigations conducted by federal and state government agencies, including the Securities and Exchange Commission, Department of Justice, the Office of the Inspector General, Centers for Medicare and Medicaid Services, state Attorney General offices and state Medicaid Fraud Control Units.

  • Processing reports of independent counsel and forensic auditors.
  • Assisting clients in multiple industries to develop corporate policies and support legal compliance, including codes of ethics and whistleblower, document retention and other policies.
  • Assisting clients in developing and implementing training programs in key compliance areas, including fraud detection, the FCPA and HIPAA.

Services

Services

  • Board and committee structure and composition and duties
  • Mergers and acquisitions, takeover planning and defense, and proxy contests
  • Special committees and independent directors
  • Corporate compliance, including policies and procedures, books and records, and FCPA and other regulatory compliance
  • Corporate governance guidelines, codes of ethics, and conflict of interest and related party transactions
  • Review and updating of charter and bylaws
  • Environmental, social and governance (ESG) advice and planning
  • Succession planning
  • Evaluations and self-evaluations of boards, board committees and senior leadership
  • Enterprise risk identification and risk management
  • Internal investigations, including in connection with compliance, accounting and other matters
  • Shareholder proposals and activism defense
  • Investigations by regulatory agencies and listing exchanges
  • Risk mitigation and shareholder litigation avoidance and defense

News & Publications

News

Publications

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