Directors, executive officers and significant shareholders of public and private company clients look to Drinker Biddle for sound advice when facing corporate governance issues, from matters such as ongoing compliance with federal and state legal obligations to some of the most complex and challenging matters such as hostile takeovers and proxy contests. Representative matters we handle for our clients include:
- Representation of boards of directors and board committees, including assistance with implementing corporate policy, addressing relationships with affiliated companies (both foreign and domestic) and identifying obligations of directors and officers under various laws and regulations
- Acting as special counsel in connection with a number of significant hostile takeovers
- Acting as special or general outside counsel to assist clients in developing corporate compliance programs, including programs relating to antitrust, environmental and securities laws, and developing corporate protocols, such as delegations of authority
- Representation of special committees of publicly traded companies considering conflict of interest transactions
- Providing advice on a regular basis to publicly traded companies on the charters of board committees and corporate governance policies, including anti-takeover measures
- Providing advice on a regular basis to our clients on when to use various forms of entities and how the governance structures of those entities should be designed
- Assisting our clients in corporate restructurings ranging from recapitalizations to reorganizations and rationalizations of divisions and subsidiaries in connection with acquisition and divestiture programs
Our corporate lawyers have deep experience in the area of corporate governance. Partner Bill Clark, one of the co-chairs of our Corporate Governance practice, serves as chair of a task force of the Committee on Corporate Laws of the ABA Section on Business Law, which is responsible for updating and revising the Model Business Corporation Act and the Corporate Director’s Guidebook. Bill is the Reporter for the Model Nonprofit Corporation Act and has also served as a reporter for three different drafting committees of the National Conference of Commissioners on Uniform State Laws, which prepared uniform laws on transactions involving more than one form or entity, the obligations of registered agents, and disclosure of the ownership of business entities. Bill was also a member of the committees that drafted the Uniform Limited Liability Company Act and the Uniform Statutory Trust Entity Act.
Partner Doug Raymond is experienced in corporate governance matters and has written numerous articles on the subject for various publications, including Directors and Boards magazine.