Corporate Governance

Overview

Corporate governance has emerged and continues to evolve as a focal point of recent and dramatic business reforms in the United States. It is also an increasingly contentious and high-profile arena in which stakeholders with competing agendas struggle for control over the strategic direction of an enterprise. Alston & Bird’s corporate governance practice brings together some of our most experienced lawyers from our transactional, tax and litigation practices to provide practical advice navigating everything from routine compliance issues to proxy fights and board investigations. 

Our advice integrates our best thinking in this rapidly evolving area, the best practices that we have observed (and, in many cases, helped implement) of companies on the cutting edge of corporate governance issues and our experience as one of the country’s leading law firms in the defense of shareholder derivative and class actions.

Experience

The following is a list of representative corporate governance engagements we have handled in recent years:

• Represented many boards of directors and committees in connection with internal investigations of allegations of wrong-doing and external investigations and litigation, including:
  • the audit committee of the board of directors of a company in connection with multiple federal investigations and private litigation;
  • a special committee of the board of directors of a savings bank in connection with a complex regulatory and criminal matter involving claims of illegal kickbacks;
  • a special committee of the board of directors of a hospital company in connection with a federal investigation;
  • a special committee of the board of directors of a health care services company in connection with multiple federal investigations and related shareholder litigation; and
  • several special litigation committees of boards of directors in connection with shareholder derivative demand letters.
• Assisted numerous well-known public company boards of directors and committees in considering the full array of corporate transactions that raise particular governance concerns, such as hostile acquisitions, related-party and affiliate transactions, going-private transactions, spin-offs, privatizations, “squeeze-out” mergers, controlling shareholder transactions, and domestic and international joint venture transactions, including:
  • AmeriPath, Inc. and a special committee of its board of directors in an $839 million sale of the remaining publicly held shares of the company to an entity formed by Welsh, Carson, Andersen & Stowe, a U.S. private equity firm and a minority shareholder in the company;
  • Denny’s Corporation in successfully defending a hotly contested proxy contest against a dissident group of hedge funds;
  • Family Dollar Stores, Inc. and ScanSource, Inc. in their respective internal investigations relative to stock option backdating concerns;
  • Gold Kist Inc. in a $55 million going-private acquisition of the publicly held shares of its subsidiary Golden Poultry Company, Inc;
  • IVI Checkmate Corp. in its purchase of the remaining publicly held shares of its subsidiary National Transaction Network, Inc. in exchange for shares of IVI Checkmate common stock;
  • Konover Property Trust in a $286 million going-private transaction in which a third-party owner of approximately 66 percent of the outstanding shares of the company obtained the remaining publicly held shares via merger;
  • The board of directors of Post Properties, Inc. in successfully defending a hostile proxy fight by founder and fellow director, John A. Williams;
  • Union Planters Bank, N.A. in its cash purchase of the minority public interest of Capital Factors Holding, Inc. through a “squeeze-out” merger; and
  • Wegener Corporation’s committee of independent directors in successfully defending a hostile cash tender offer by Radyne ComStream Inc.
• Advised the independent committees of several companies, including the audit committee of Verizon Communications, Inc., on a special-engagement basis to address governance and compliance matters.