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Corporate Governance

Saul Ewing Arnstein & Lehr 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)



The group includes attorneys who have received the following recognition:

Trade Groups & Associations


Eric G. Orlinsky
Michael A. Gold