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.
We routinely advise boards of directors and management regarding compliance with their fiduciary obligations, updating corporate governance standards in response to shifting regulatory requirements, structuring complex management compensation programs designed to attract talent and implementing, reviewing or revising antitakeover provisions appropriate to maximize long-term value for an enterprise.
In addition to helping clients with compliance, we are frequently asked to provide counsel in extraordinary events or transactions, including proxy contests for control of a board of directors; contentious shareholder proposals; special investigations by boards of directors or committees, whether instituted in response to internal allegations of wrongdoing or in connection with external investigations, civil or criminal; special committees to address conflicting interest transactions, including going-private proposals by management or controlling stockholders; and pursuit of, and defense against, hostile transactions.
We count among our lawyers some of the most experienced securities and corporate governance lawyers in the country, including:
- Former Chief of the Office of Mergers and Acquisitions of the Division of Corporation Finance of the Securities and Exchange Commission
- A member of the Advisory Board of the Weinberg Center for Corporate Governance at the University of Delaware
- Members of the Committee on Federal Regulation of Securities and Committee on Corporate Practice of the ABA’s Section of Business Law
- Former chair of the Business Combinations and Proxy Statements Subcommittee of the Committee on Federal Regulation of Securities of the ABA’s Section of Business Law
- Lawyers listed in The Best Lawyers in America and Chambers USA: America’s Leading Business Lawyers.
Bringing Value to Our Clients
Our lawyers provide practical advice designed to help clients balance competing expectations regarding the strategic direction of an enterprise, while ensuring compliance with legal and technical requirements. Our expertise and familiarity with all aspects of corporate governance helps clients stay on the leading edge of “best practice” corporate governance, permitting them to focus on the more challenging goal of building a stronger and more vibrant business.
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.