Corporate Governance



Roetzel attorneys have vast experience counseling boards of directors of public, private, and nonprofit companies on complex corporate governance matters. Constant changes in the legal landscape have a significant impact on corporate boards, and our attorneys keep our clients apprised of these shifts and assist them to navigate new laws and governmental enforcement initiatives. Our team’s particular focus is on helping companies form good corporate governance practices tailored to their organization so they are successful in executing their business strategies while complying with applicable laws.

For public companies, our attorneys work with corporate executives on compliance issues related to the Sarbanes-Oxley Act, the Dodd-Frank Act, and federal and state securities law, as well as state corporate law requirements. The types of issues covered may include dealing with independence, accounting, financial reporting, and executive compensation rules as well as the nature and scope of fiduciary duties and the applicability of the business judgment rule.

For private companies, in addition to advising on state corporate law, our attorneys work with corporate executives on corporate governance policies and procedures. From time to time, depending on their strategic plans, we may also recommend that some private companies follow certain public company formalities to enhance the sophistication of the enterprise.

Examples of matters we have handled include advising on best practices for corporate governance, developing governance policies and procedures, diligently responding to governmental investigations and whistleblower claims, counseling on cybersecurity issues, and assisting with entity management, committee structures, and preparing records of board actions and minutes.

Disagreements among business owners, partners, directors, officers, and shareholders are a fact of business life. In today’s world, boards are under enormous pressure from a myriad of stakeholders. Our attorneys have experience in resolving corporate governance disputes and defending companies, boards, and individuals faced with allegations of misconduct.

To keep abreast of changes in the legal landscape, our team regularly speaks and publishes on corporate governance issues. 

Our People

Representative Services

  • Advise boards, directors and officers regarding oversight and operational matters, fiduciary duties, compliance requirements and shareholder relations on an ongoing basis
  • Represent boards or controlling shareholders in connection with minority shareholder rights matters
  • Provide regular legal advice to officers, directors and management to integrate internal operational controls and external legal compliance
  • Provide legal audit services to review and strengthen legal compliance on a preventative basis
  • Develop and monitor committees of the board on a regular basis and of management on special projects
  • Draft and maintain current charters and policies of the board and respective board committees
  • Attend board and committee meetings to advise on governance issues

Representative Matters

  • Represented public companies in drafting and implementing their corporate governance policies under the Sarbanes-Oxley Act
  • Represented public companies in drafting written charters for their audit, compensation, corporate governance, and nominating committees
  • Represented public companies in drafting and implementing their corporate governance policies under the NYSE and NASDAQ listing rules
  • Represented public company in matter with NYSE regarding compliance with the NYSE corporate governance policies
  • Represented public companies in conducting an analysis of risk areas and then drafting and implementing their corporate compliance programs to meet the federal sentencing guidelines
  • Advised executive in a Sarbanes-Oxley whistleblower action against his former employer
  • Represented an audit committee in the conduct of an internal investigation and reporting to various regulatory agencies, including the U.S. Department of Justice and U.S. Securities and Exchange Commission
  • Represented outside members of board of directors of a privately held company regarding corporate governance issues in light of Sarbanes-Oxley; representation resulted in the termination of the chief executive officer
  • Represented a public company's audit committee in the investigation, review and sanctioning of an employee of the company for a breach of its code of conduct
  • Represented a public company's board of directors with regard to establishing a procedure to deal with a potential conflict of interest situation and breach of its code of conduct by one of its board members
  • Represented public companies in dealing with dissident shareholders and shareholder proposals
  • Represented a corporation and its board of directors in connection with relationship with shareholder holding 30% of outstanding voting stock, including oversight of cumulative voting process; advised corporation during period of approximately eight years of discord between majority ownership group and minority shareholder, including successful defense of two lawsuits commenced by minority shareholder; ultimately negotiated agreement for purchase of stock of the minority shareholder
  • Represented a 50% shareholder in close corporation regarding corporate governance issues and litigation involving a shareholder dispute
  • Represented shareholders asserting cumulative voting rights and development of strategies for election of directors
  • Represented a public company in establishing a procedure to provide for the confidential voting by board members on certain conflict matters
  • Represented closely held corporation and advising boards of directors with regard to rights of minority shareholders

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