Related Practice Areas:
Antitrust
Business Transactions
Corporate
Investigations
Partners:
Jonathan Bohlen
Michael Dockterman
John L. Eisel
Jerald P. Esrick
Howard N. Gilbert
Corporate Governance
Wildman Harrold regularly counsels corporations and boards of directors on all facets of corporate governance. Our clients range from Fortune 100 companies to privately held concerns and not-for-profit institutions. From choosing the correct corporate form to complying with the most recent requirements of the SEC, state law and the exchanges, we have advised our clients on all aspects of the best ways in which to serve the interests of shareholders and stakeholders of a corporation while fulfilling the corporate purpose of providing value to those owners and stakeholders. Our lawyers have a broad range of experience, including development of corporate governance guidelines and best practices, advising board committees on fulfilling their obligations under corporate and securities laws, and designing and implementing ethics and compliance programs. Working with audit committees, corporate governance committees, and special committees of independent directors, our attorneys have hands-on experience in CEO evaluation, board self-assessment, committee function and structure, and facilitating strategic planning within the roles appropriate to management and board members.
We also have advised management, special litigation committees, board members, outside auditors, and others in a broad-variety of related securities litigation, including contests for corporate control, the defense of allegations of director wrongdoing or fraud, alleged misrepresentations in public offerings, alleged accounting malpractice, and other securities claims.
- Served as special governance counsel to the succession committee of a Fortune 100 company whose board successfully effected a CEO transition hailed as a high water mark in corporate governance
- Designed and negotiated the creation of the working boards for public-private institutions in both the for-profit and not-for-profit worlds
- Served as counsel for independent directors and for committees comprised of independent directors in a variety of contexts
- Drafted codes of conduct and the charters for board committees for a number of public and privately held corporations
- Counseled with compensation committees on development of appropriate executive compensation plans and implementation of a variety of options and restricted stock rights
- Advised corporations on the reorganization of their board structures, the creation of advisory boards and the appropriate transition of senior executives and board members