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Corporate Governance

Vorys regularly advises public companies, as well as boards of directors, board committees, officers, and shareholders, on governance matters.  In particular, we advise public companies regarding the increasingly complex governance rules imposed by the SEC, New York Stock Exchange, Nasdaq and proxy advisory firms, and help our clients manage governance and compliance costs and minimize enforcement risks.   

We have considerable experience in advising our clients on a broad range of governance matters, including:

Our governance team has particular expertise in representing clients on matters relating to fiduciary duties, indemnification protections and takeover provisions under Ohio law, including Ohio’s Control Share Acquisition Act and Merger Moratorium Statute.  Our attorneys were involved in the drafting of several of these statutes, and we have extensive experience and long-standing representation of clients in connection with the nuances of Ohio law. We frequently coordinate with other law firms in a co-counsel or local counsel capacity on governance matters, particularly with respect to fiduciary duty and takeover issues under Ohio law.  Additionally, because many of our clients are organized under Delaware law, our governance team also possesses expertise in interpreting and applying the fiduciary duty standards, indemnification protections and takeover provisions under Delaware law.  Members of our governance team have also served as in-house General Counsel at public and private companies.

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