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Corporate Governance

Overview

Michael Best provides strategic guidance on corporate governance matters to boards of directors and senior management around the world.

We serve as general corporate counsel and advise clients on the full range of issues, from structuring board committees to defending government investigations.

Experience

Our Corporate Governance team has extensive experience counseling corporate leadership on regulatory compliance in matters such as:

  • Drafting, reviewing, and updating corporate charters and bylaws
  • Corporate entity selection, formation, and structure, including board structure and composition
  • Board committee structure, composition, and charters
  • Roles and duties of independent directors
  • Succession planning
  • Evaluation and self-evaluation processes for board and committees
  • Senior executive and director compensation strategies, including “say on pay” planning and voting
  • Proxy and annual meeting processes
  • Governance documents such as shareholder agreements, operating agreements, and buy/sell agreements

In addition, we represent clients in contested governance matters, transactions, and investigations, including:

  • Proxy contests over director elections and other issues
  • Takeovers and tender offers, and the defense of attempted takeovers
  • Claims of conflict of interest or related-party transactions
  • Allegations of financial reporting irregularities
  • Government investigations, including foreign corrupt practices investigations
  • Responding to shareholder governance proposals
  • Duties of directors in change-in-control transactions
  • Internal investigations, including special board committee investigations and reports
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