Overview

We 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 and board committees with respect to their fiduciary duties under Ohio and Delaware law  
  • Preparing for and responding to takeover efforts for Ohio and Delaware corporations, with notable experience involving the Ohio anti-takeover statutes.
  • Preparing for and responding to shareholder activism (proxy contests, shareholder proposals and informal demands)
  • Preparing and updating governance documents (such as charters, bylaws, governance guidelines, 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
  • Facilitating board of director and board committee self-evaluations
  • Improving corporate governance ratings from proxy advisory firms
  • Providing assistance in structuring and conducting internal investigations and managing crises
  • Complying with NYSE and NASDAQ 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

Additionally, certain of our attorneys have served as in-house General Counsel at public and private companies and bring this invaluable experience to our clients.

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