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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:

• Advising boards of directors, board committees, and officers 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 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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