Corporate Governance & Shareholder Relations: Moore & Van Allen

Overview

Our experience and subject matter knowledge serve our clients throughout the lifecycle of a business. We help create and restructure entities— recommending structures, preparing foundation documents, and advising on shareholder agreements. We provide complete assistance for governance needed to support successful transactions. We advise on and litigate matters involving the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, the Securities Act of 1933, the corporate governance rules of the NYSE and NASDAQ, and other applicable state and federal laws.

Our experience and familiarity with corporate governance issues allow us to give customized advice to accomplish our clients’ objectives tailored to specific circumstances and business considerations. We regularly advise clients on the duties of directors in change of control transactions, executive succession, and restructurings. We seamlessly build multi-disciplinary teams of corporate, securities, and litigation lawyers to solve financial reporting irregularities, to conduct internal investigations, or to challenge or defend transactions. We represent special committees of boards of directors doing investigations and engaging with government regulators and investigators. In advising on these matters, we incorporate our knowledge of and experience with mergers and acquisitions, tax, executive compensation, and litigation aspects of corporate governance matters.

Ensuring Corporate Compliance in Governance

Our corporate governance and compliance services include:

Advising our clients by making presentations to and participating in meetings of senior management, boards of directors and board committees concerning the corporation’s governance structure, oversight function, risk management, anti-takeover defense measures, and D&O indemnification and insurance issues
Drafting and analyzing corporate governance materials, including advance notice bylaws, board committee charters, corporate governance guidelines, related party transaction policies, codes of conduct and ethics, insider trading policies and programs, disclosure controls and procedures, and disclosure in annual proxy statements
Analyzing and advising on existing client practices and policies, including those relating to director independence and qualifications, board structure and functioning, and executive compensation matters
Advising committees of independent directors in their review of going-private transactions, spin-offs and spin-outs, and other related-party transactions
Assisting clients in corporate structuring in preparation for, and governance implications arising from, capital markets, M&A and other transactions, including director and officer fiduciary duties and responsibilities

Preventing & Resolving Internal Disputes

Disputes among owners—whether of a public or privately held business—can cripple a business. The seeds of these disputes can be sewn at formation or in a transaction, when investors and owners do not foresee future disputes. Our Corporate Governance group plans for and takes early steps to prevent and mitigate future disputes, whether in drafting shareholder agreements or proxy statements.

When a dispute does arise, we understand success takes many forms. We engage with our clients to ascertain the strength of the other side and to map options to achieve the optimal outcome for the value of the company, which typically benefits the most constituents. When bet-the-company litigation is inevitable, our trial lawyers employ their business, chancery, and federal court experience in both bench and jury trials to weave complex facts with applicable federal securities and state governance laws to win the bet.

We advise companies and boards of directors on how to deal with shareholder demands and proxy proposals relating to corporate governance practices, such as majority voting, rights plans, special meeting requests and staggered boards and proxy access matters generally.

We conduct internal investigations and Sarbanes-Oxley assessments.

We have litigated challenges to transactions under a host of theories—the securities laws, breach of fiduciary duty, statutory notice and other requirement compliance, fraud, as well as dissent and appraisal.