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Corporate Governance

Vorys regularly advises public companies, as well as boards of directors and board committees, 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 helps 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:

• Advising boards of directors and board committees with respect to their fiduciary duties under state law  
• Preparing for and responding to shareholder activism and takeover efforts (proxy contests, shareholder proposals, tender offers and informal demands)
• Preparing and updating governance documents (such as charters, bylaws, governance guidelines, board committee charters, insider trading policies, whistleblower policies, and codes of conduct and ethics) to address the constantly evolving regulatory environment and reflect best practices
• Developing governance compliance and training programs and providing governance training seminars to directors and officers
• Improving corporate governance ratings from proxy advisory firms
• Providing assistance in structuring and conducting internal investigations and managing crises
• Complying with securities exchange governance requirements (such as director independence standards, board and board committee requirements, and general compliance matters)
• Complying with the Sarbanes-Oxley Act, the Dodd-Frank Act, Regulation FD, and related SEC rules and regulations
• Implementing director and officer liability protections (including director and officer insurance coverage and charter indemnification provisions) and advising on statutory indemnification protections

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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