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Corporate Governance

The Spencer Fane Corporate Governance team advises public and private companies, boards of directors, independent committees, and nonprofits as they make decisions in virtually all aspects of operations in order to assist them with legal compliance and in building and maintaining a strong reputation with key stakeholders.

Our attorneys know achieving corporate governance success requires strong foresight about the practical repercussions of making business decisions in accordance with legal standards. Because of this, the Spencer Fane team works proactively to help clients understand the law, establish systems to ensure compliance at all levels of the organization, and communicate effectively both internally and externally. Regardless of whether our team is advising a client in a reactive or proactive situation, our attorneys lead clients to a place where the record shows proper steps were taken at the appropriate times, the correct procedures were in place, and transparency was prioritized at every turn.

Not only do we understand the legal ins and outs of corporate governance, but our attorneys work to grasp the intricacies of a client’s corporate environment and the personalities involved in legal matters related to a client’s business objectives and overall goals. As a result, our perspective and background combine to deliver clients desired results when faced with unique challenges and circumstances.

We regularly assist clients in drafting governing documents (articles, bylaws, and policies); fiduciary duties and conflicts of interest; directors’ and officers’ insurance coverage; confidentiality obligations; elections of officers and directors; codes of ethics; membership qualifications; compensation policies; and relationships with local or regional chapters, including advising associations with respect to affiliation and other agreements with subordinate entities.

The Spencer Fane team also has extensive experience serving as special counsel in connection with internal investigations, enforcement proceedings, and responses to shareholder derivative claims and governmental inquiries. We provide advice in navigating the waters of the Sarbanes-Oxley and Dodd-Frank Acts, drafting codes of ethics and business conduct, establishing committee charters, complying with fiduciary duty standards, applying the U.S. Sentencing Guidelines, dealing with whistleblower claims, detecting and preventing fraud, and setting up governance systems that are both legally viable and practically implemented.

Representative Experience

  • Represented board of directors of a privately held company in negotiating settlements with private and governmental claimants while establishing appropriate governance protocols with controlling shareholder that had a different stake in the outcome of the claims.
  • Represented public company’s special committee of independent directors in negotiating tender offer by majority shareholder.
  • Advised special committee of public company board in investigation of SEC inquiry into CEO conduct.