Corporate Form. » Govern. Operate. Grow. Transition.
Govern
STUART | MOORE | STAUB’s lawyers offer a unique combination of sophistication, experience and vision with respect to advising board of directors and committees of boards of directors concerning corporate governance matters. Our services include the following:
- Participation in meetings of board of directors and/or committees of board of directors, including advising and educating members concerning corporate governance structures and risk management;
- Advising boards of directors and executive management teams with respect to shareholder demands and proxy proposals relating to corporate governance practices, such as majority voting, rights plans, special meeting requests and staggered boards;
- Preparation and / or updating corporate governance materials, including disclosure controls and procedures, committee policies and charters (including nominating, audit and compensation committees), related party transaction policies and codes of ethics, as well as corporate governance disclosures in annual proxy statements;
- Advising boards of directors and executives with respect to significant corporate matters, including hostile takeovers and takeover defenses such as poison pills;
- Counseling boards of directors and management with respect to executive succession planning;
- Educating board of directors and executive management as to their fiduciary and other corporate obligations;
- Developing, implementing and updating corporate reporting policies as needed to continually comply with all applicable regulations;
- Reviewing Directors and Officers (D&O) insurance and indemnification policies;
- Providing counsel relating to the intricacies of the relationship of the independent auditor;
- Acting as special counsel to various committees of the board of directors, including the audit, compensation and nominating committees;
- Analyzing existing client practices and disclosures, including those relating to director independence and qualifications, board structure and functioning, related party transactions and executive compensation matters, and advising specifically on the options available to achieve continued compliance; and
- Collaborating with executive officers and board members to draft corporate minutes and ensure that proper corporate governance policies are being administered in connection with operational activities.
