As stockholder derivative lawsuits challenging board oversight have increased in recent years, it has never been more essential for directors to be proactive in adopting effective preventative measures.
Frost Brown Todd’s lawyers regularly provide counsel on a broad range of issues that management and directors face in an increasingly complex governance environment. These include staying abreast of best practices in corporate governance, identifying and managing risks, addressing changes in the law, and understanding the current regulatory climate. We can assist in developing effective compliance programs, corporate policies and codes of conduct and business ethics.
We advise our public company clients on the many compliance aspects of securities laws, including executive compensation matters, the recently enacted Dodd‑Frank Act, the Sarbanes-Oxley Act, and related governance rules adopted by the Securities and Exchange Commission and the stock exchanges. We work collaboratively with in-house legal and financial personnel and their outside auditors and advisors to prepare periodic reports, proxy statements, market communications and meet their other disclosure obligations.
Extraordinary corporate transactions can also present complex fiduciary duty issues involving director independence and potential conflicts of interest. Majority shareholder or management buyouts, going private transactions, tender offers or other situations where the interests of executives, directors, affiliated parties and shareholders may diverge require the ability to recognize potential hazards and careful attention to the decision-making process, negotiation of deal protection measures, and adequacy of disclosure to shareholders.
Our lawyers have the experience and the expertise to advise our clients so they avoid the pitfalls that otherwise, with the benefit of 20-20 hindsight, could jeopardize a transaction or create personal exposure for decision-makers.
In the News
- Medical marijuana takes root in West Virginia
- The B Corp comes to Kentucky: here's what you need to know
- Announcing the 2017 Best of the Bar lifetime achievement honoree
- New HIPAA Guidance from DHHS
- Frost Brown Todd law firm appoints two new Louisville partners
- Whistleblowing in the US: a case of schizophrenia?
- Prominent local businessmen buy into IT firm
- Louisville CPA looks to raise $10 million to build a hotel in the Highlands
- Frost Brown Todd Adds Schmidt to Finance, Real Estate Practice
- Cranley reconvenes Lunken oversight board
- Manchester Names Players to Hall of Fame
- Longtime Indianapolis Attorney Mike Eckerle Joins Frost Brown Todd
- Brian Higgins Joins Frost Brown Todd’s Health Law Practice in Cincinnati
- 168 Frost Brown Todd Attorneys Listed in The Best Lawyers in America© 2017
- Frost Brown Todd Gains Ground in Dallas
- Glimcher Realty Veteran George Schmidt Joins Frost Brown Todd’s Finance and Real Estate Practice
- Frost Brown Todd member Kelly L. Frey co-authors new authoritative book on corporate malfeasance
- 8 Frost Brown Todd Attorneys Named to Mid-South Super Lawyers®; Two Attorneys Named to Rising Stars®
- Nationwide Release of 'The Identical'
- Kelly Frey Joins Frost Brown Todd’s Expanding Nashville Team
- Experienced Cincinnati Attorney Joins Frost Brown Todd
- Frost Brown Todd Receives 2011 Pillar Award for Community Service
- Eight New Members Named to Frost Brown Todd
- 15 Frost Brown Todd Attorneys Recognized as 2011 “Lawyers of the Year”