Corporate Governance

Independent Directors and Committees of Independent Directors

Our attorneys have extensive experience serving as counsel to various standing independent board committees as well as serving as counsel to special committees of the board and independent directors in a variety of contexts. We are also often called upon to serve as counsel to compensation committees in their evaluation of executive officer compensation and creation of relevant disclosure for proxy statements of public companies. Similarly, our attorneys advise nominating and governance committees in connection with the creation/revision of corporate governance guidelines, committee charters, stock ownership requirements, director search processes, and charter and bylaw amendments. Audit committees and risk committees also seek our assistance in connection with financial disclosure matters, internal investigations, code of ethics and other policy violations, and the design and implementation of codes of ethics, insider trading policies, and other policy matters.

Representative Experience

  • Represented member of the Board of Directors of a government-sponsored enterprise in an independent committee investigation into related party transactions.
  • Represented the Special Committee of the Board of Directors of Survival Technology, Inc. (STI) in connection with the acquisition of a 60% stake in the company by a company of which STI's chief executive officer was also the chief executive officer and in the subsequent reverse merger of its new controlling stockholder downstream into STI—completed successfully with the approval of STI's public stockholders and without litigation or dissent.
  • Represented the Nominating and Governance Committee of the Board of Directors of Avid Technology in connection with governance matters.
  • Represented the Independent Compensation Committee of a publicly traded company in connection with its shareholder outreach efforts and design of new incentive plans in response to reduced approval vote on its "Say-on-Pay" proposal.
  • Represented the Independent Nominating and Governance Committee of a publicly traded company in connection with its evaluation of the Company's bylaws and corporate governance guidelines.
  • Represented the Independent Review Committee appointed by the Board of Regents of the Smithsonian Institution in conducting an investigation into the governance and operations of the Smithsonian.

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