Practice Areas » Corporate Governance

The financial fallout from corporate overspending, whether through the hefty stock and benefits packages given to top executives or the funding of personal loans to management through company dollars, has led to dramatic changes in governance regulations. Legislators, regulators and investors are placing more emphasis and scrutiny on the obligations of company officials to fulfill fiduciary duties to company shareholders.

Company executives can be easily overwhelmed by the difficult task of ensuring that their company’s actions comply with myriad regulations. In a telling Pricewaterhouse Coopers Management Barometer survey, 75% of the interviewed senior executives at large multinational companies in the U.S. and Western Europe expect their board of directors will have to play a more active role in corporate oversight.

Our corporate governance professionals have experience with guiding businesses through this complex maze of statutory obligations, including specifying the distribution of rights and responsibilities among board members, managers, shareholders, and other stakeholders, and spelling out the rules and procedures for making decisions on corporate affairs. By doing this, we provide the structure through which company objectives are set and met, and ensure that the means for obtaining those objectives and monitoring performance are objective, adequate, and transparent.

Our experience includes the following:

  • Advised a major American corporation on the division of authority between board of directors and officers with respect to entering into employment agreements with provisions for guaranteed annual salaries, bonuses and stock options, pursuant to state business law regulations.

  • Advised client-company’s board of directors on establishing criteria for officer compensation, navigating procedures for determining and approving such compensation, and creating in-house oversight for major compensation programs, including the issuance of stock options under the Securities and Exchange Act of 1934 and the Internal Revenue Code.

  • Created and reviewed corporate bylaws to facilitate hiring authority for client-company, including the negotiation of specific employment agreement provisions.

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