Corporate Governance

Developing best practices, effectively resolving complex challenges

At Butler Snow, we view corporate governance counseling as a significant component of our obligations to all corporate clients—both large and small. Our governance-related work spans all types of economic, political and regulatory environments, which means we can quickly assemble an integrated team that includes the right mix of experience to effectively resolve our clients’ governance matters.

We’ve counseled corporate clients, company board members, officers and directors, and institutional investors on best practices involving ongoing fiduciary responsibilities in all types of situations, such as accepting an offer and presenting it to shareholders, complicated restructurings, ethical issues, and activist shareholder demands—to name a few. As government regulatory initiatives continue to add greater complexity and enforcement efforts expand, we provide clients with counsel regarding compliance with these requirements. In addition, our attorneys also regularly connect corporate boards with specialized advisors, such as appraisers, through our network of contacts.

We also represent boards of directors and company personnel in connection with governmental investigations, crisis management, accounting issues and many other situations. As needed, our Corporate Governance Group takes a multi-disciplinary approach, which may mean calling on our mergers & acquisitions, securities law, or even white-collar criminal defense colleagues to help clients navigate a wide range of issues in a cost-effective, efficient manner.

Some examples of our client services include:

  • Complying with regulatory rules and procedures, such as the Sarbanes-Oxley Act the Dodd-Frank Act, and the Securities Exchange Act of 1934 and related rules and regulations, as well as other federal and state corporate governance requirements.
  • Providing counsel regarding current best practices surrounding annual meeting processes.
  • Advising on proxy statements, including handling shareholder proposals and executive compensation disclosure.
  • Counseling on in-progress shareholder activism matters, such as say on pay, board diversity and other shareholder proposals or requests for special meetings.
  • Working with proxy advisory firms, as needed, to improve a corporation’s rating.
  • Creating and updating governance documents, such as guidelines, charters, governance-related policies to reflect changes within the regulatory environment and industry best practices.
  • Complying with fiduciary duties and standards under both federal and state laws.

While we counsel national and international companies regarding corporate governance, the mainstay of Butler Snow’s corporate governance practice remains advising closely held or family owned corporations on transactional and governance issues. The unique concerns of directors and officers in such entities, including tax and control issues, and the avoidance of minority shareholder oppression, continue to grow in complexity, demanding the experience and expertise that Butler Snow is able to offer.

Developing best practices to keep your business on track

In this era of regulation consuming boards of directors’ attention, we provide counsel and best practices advice to help directors stay focused on creating sustained value for their companies and their shareholders. Our Corporate Governance Group’s experienced counsel can help create a governance model that works in practice and can withstand many increasingly common challenges, such as external pressures from shareholder activists or a constantly changing regulatory environment that includes heightened enforcement.

No matter what future governance challenges your business faces, you’ll know that the collective wisdom of Butler Snow’s integrated team helped develop your strategic approach to governance—and we built it to withstand today’s demanding environment.