Corporate Governance

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Saul Ewing attorneys counsel boards on both the routine and extraordinary decisions they encounter. We advise public company boards with respect to exchange and federal securities rules. We counsel on:

  • Fiduciary and financial reporting responsibilities
  • Board policies, procedures, governance and disputes
  • Board composition
  • Shareholder rights, actions and concerns
  • Company policies on code of conduct, document retention, insider trading, duties of management and employees
  • Compliance
  • Compensation
  • Takeovers and anti-takeover provisions
  • Going-private transactions
  • Mergers, acquisitions and strategic transactions

Members of the Corporate Governance Practice represent boards of directors, officers, management, trustees, individual directors, and audit, compensation, special and other board committees. In addition, we have represented SEC-appointed and other independent examiners. Should an individual, institution or company become subject to an investigation involving corporate governance, we are experienced in defending inquiries and charges from the government and private parties.

Because rules, regulations and compliance mandates change, we provide continuing education on best practices and requirements, including risk management and internal audit programs for boards, directors, management and employees. 

Corporate Governance Litigation

With headline-making consequences facing companies that fail to protect the interests of shareholders, employees, creditors and customers, our attorneys advise corporate clients on preventing and managing such scenarios. From the earliest stage of government inquiry or shareholder actions, we protect the rights of corporate clients. Our litigation background includes prosecuting, defending and managing complex commercial litigation connected to such governance and transactional issues as:

  • Directors and officers liability
  • Shareholder derivative actions
  • Interested transactions fraud and irregularities
  • Going-private transaction litigation
  • Governmental action and investigations
  • Noncompliance investigations
  • Lawsuit defense
  • Mergers and spin-offs
  • Sale of control of company
  • Denial of stockholder proposals
  • Proxy contests
  • Delaware statutory actions Section 102 (Exculpation), Section 145 (Indemnification and Advancement), Section 262 (Appraisal rights)

    Key Contacts
    Eric G. Orlinsky Headshot
    Michael A. Gold
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    Saul Ewing has represented the corporate interests of multinational leaders in telecommunications, entertainment, health care, financial services, and technology, among others. For a selection of our corporate governance representations, click here.

    • A board member of a global medical device manufacturer in connection with a DOJ off-label marketing probe, resulting in no charges or disbarment of the board member.
    • A global pharmaceutical company in assessing its sales and promotional practices in response to a complaint by a former employee and helped the client design a remedial action plan. No federal investigation or whistleblower action has ensued to date.
    • Inside directors and officers in connection with the merger of UnitedGlobalCom and Liberty Media.
    • An SEC-appointed independent examiner investigating Time Warner/AOL's historical accounting for online advertising revenues, which led to a revenue restatement of more than $500 million by the company.
    • A Delaware director in Black v. Hollinger Intl, Inc., C.A. No. 321-N in litigation brought to enforce advancement and indemnification rights.
    • Capital Group in an action brought to enforce stock transfer restrictions pursuant to Section 202 of the Delaware General Corporation Law.
    • A buyout group in connection with a going-private transaction and related litigation in In re Cox Communications, Inc. S'holder Litig.
    • A former employee and chairman of the board of a trading advisor in litigation involving the collapse of a hedge fund in Harmelin v. Man Financial Inc.
    • The controlling stockholder in Hollinger Intl, Inc. v. Black, a lawsuit challenging his attempted sale of control on an expedited basis.
    • A trustee of a public company in connection with the settlement of shareholder claims relating to material misstatements of the company's financial statements, and obtained a $23 million recovery from the company's former auditors.
    • Vivendi Universal in the defense of litigation brought by Interactive Corp. arising from certain tax distributions due under the parties' partnership agreement.
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