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BakerHostetler’s Corporate Governance team advises public and private company boards of directors, special board committees, executives and controlling equity owners in a wide array of matters concerning fiduciary duties, corporate responsibilities, stock exchange governance standards, anti-takeover protections, related party and conflict of interest transactions, shareholder activism defense and engaging with stakeholders and proxy advisory firms, executive compensation, and other governance issues and emerging best practices.

We bring broad experience and practical judgment to advising boards and management teams on the design and implementation of:

  • Board governance policies and best practices
  • Committee charters
  • Board and board committee evaluation and self-evaluation processes
  • Shareholder communication and engagement policies and strategies
  • ESG (environmental, social and governance) policies, disclosures and board oversight
  • Shareholder activism defenses
  • Compliance programs
  • Executive and board succession planning
  • Equity and other incentive compensation and executive employment agreements
  • Internal controls, and disclosure policies, controls and procedures
  • Whistleblower policies
  • Training and onboarding programs
  • Attorney reporting procedures
  • Advised clients on designing and implementing board and corporate governance structures and policies, as well as executive compensation programs, in connection with their initial public offerings. Our support has included collaboration with private equity sponsors and special considerations for controlled company structures; training programs for new public company executives, financial reporting and human resources teams; and collaboration with tax and other disciplines to implement tailored governance practices.
  • Work closely with the general counsel and serve as outside general counsel of publicly traded companies in advising management and the boards of directors and committees in connection with corporate governance matters and evolving best practices, including board and committee operations; advising on self-evaluation processes; advising on executive compensation structures, shareholder activism, shareholder proposals and potential going-private transactions; and reviewing charters and guidelines.
  • Advised the independent directors of a publicly traded company in making significant changes in the board and executive team in order to improve governance and operational effectiveness when the CEO and other board members held a significant equity stake.
  • Represented a publicly traded company in its going-private transaction, in which its founding shareholder group acquired the company for approximately $800 million, including counseling the company in the formation of a special committee of independent directors that reviewed the proposal, considered alternatives, and negotiated the price and other transaction terms with the shareholder group.
  • Represented independent board committees in connection with considering strategic alternatives and entering into several billion-dollar mergers of publicly traded entities with common ownership, which involved unique related party transactions, overlapping officers and directors, and a common controlling shareholder. We resolved complex valuation and pricing issues related to contingent liabilities, net operating losses and other tax attributes, as well as effecting NYSE compliance stemming from the surviving entity’s high vote/low vote capital structure. We also accomplished structuring, negotiating and unitholder approval in a tight time frame in the face of significant potential adverse year-end tax changes.
  • Advised a shareholder group on fiduciary responsibilities and disclosure obligations with respect to controlling interests in publicly traded companies, including change-in-control transactions and initiatives from activist shareholders.
  • Assisted with internal investigations and government inquiries and advised management and the board of directors regarding inside information leaks, accounting irregularities, government contracting compliance and whistleblower hotline complaints.
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