Corporate Governance

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.