Corporate Governance

Public companies are subject to many new and complex requirements in connection with their corporate governance and public disclosure obligations. These sweeping changes impact the heart of management and board of directors’ responsibilities, including disclosure regarding executive compensation and risk evaluation. Because of the wide-ranging implications of these legislative and regulatory mandates, McGuireWoods’ corporate governance team takes an interdisciplinary approach to its practice. Our clients benefit from the input of a dedicated team of lawyers, seven of whom are public company directors, who collaborate and share their individual experience in executive compensation, capital and credit market activities, the sale of securities, state corporate law, and a host of other disciplines, resulting in a comprehensive team whose advice is in the best interest of its clients.

A primary goal of the corporate governance team is to be proactive. We strive to provide clients with advice that is more than timely – our advice is anticipatory. Consistent with this goal, we advise clients on best practices, trends, and potential and pending regulation and legislation. Services offered by the team range from providing clients with model documents, to providing official public comment on proposed rules and regulations, to hosting complimentary webinars on corporate governance and securities disclosure topics.

For example, our team quickly digested and interpreted the changes required by the Dodd–Frank Wall Street Reform and Consumer Protection Act, and prepared our clients to comply with the new regulatory obligations and foresee the regulations that remained on the horizon. We issued a corporate governance reform chart for our clients that clearly outlined pending federal legislation, selected state statutes, and proposed and recently adopted rules of the Securities Exchange Commission; legislative sponsors of the reforms; governance areas impacted by the legislation, statutes and rules; and the status of the reforms. We continue to send regular alerts to inform our clients of the ever-changing timetable of these regulations. It would be hard to match the breadth and depth of experience our corporate governance team offers. Partners on the team include former general counsels, members of public company boards of directors, and staffers of regulatory organizations. This experience serves our diverse client base well – a client base that includes large and small public companies, private corporations and non-profit organizations. Our work includes counseling on a variety of corporate governance issues and activities, such as:

  • Complying with regulatory obligations, including those arising from the Sarbanes-Oxley Act and the Wall Street Reform and Consumer Protection Act;
  • Adopting corporate best practices and shareholder advisory service positions;
  • Providing resolutions and minutes for the conduct of board, committee and shareholder meetings;
  • Providing advice on the obligations of various board committees, including calendars and meeting agendas to ensure the board fulfills listing exchange requirements as well as those set forth in the company charter;
  • Assessing board and committee structures, composition and responsibilities, as well as developing an assessment process for board and committee performance;
  • Preparing and implementing policies and procedures under codes of ethics, including insider trading, conflict of interest policies for boards of directors and committee charters;
  • Conducting internal investigations on behalf of the board of directors;
  • Preparing proxy statements, handling shareholder proposals and other shareholder issues; and
  • Implementing anti-takeover defenses, including shareholder rights plans (or poison pills).

Our corporate governance team will stay on the leading edge of regulation in this area, ensuring our clients not only understand the legal developments but can also implement practical solutions and best practices.

Corporate Governance 83109677

CONTACTS

Richard W. Viola Partner T: +1 704 343 2149
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Constellation Healthcare Exits AIM

Representation of the Special Committee of Board of Directors of Constellation Healthcare Technologies in its $309.4 million “going private” transaction.
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Karen J Adams Karen J. Adams
Counsel
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 373 8854
F: +1 704 353 6173
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Debo Adesina Debo O. Adesina
Senior Counsel
2000 McKinney Avenue
Suite 1400
Dallas, TX 75201

T: +1 214 932 6416
F: +1 469 372 3883
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James M Anderson III James M. Anderson III
Partner
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 1044
F: +1 804 698 2155
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Heather M Welch Heather Welch Arbogast
Associate
500 East Pratt Street
Suite 1000
Baltimore, MD 21202-3169

T: +1 410 659 4459
F: +1 410 659 4477
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Kelly Balkin Kelly J. Balkin
Associate
500 East Pratt Street
Suite 1000
Baltimore, MD 21202-3169

T: +1 410 659 4467
F: +1 410 659 4476
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default mcguire woods image Susan L. Barrett
Associate
Tower Two-Sixty
260 Forbes Avenue
Suite 1800
Pittsburgh, PA 15222-3142

T: +1 412 667 7917
F: +1 412 402 4177
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Samuel C Bernstein Samuel C. Bernstein
Associate
77 West Wacker Drive
Suite 4100
Chicago, IL 60601-1818

T: +1 312 849 8222
F: +1 312 698 4571
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Photo of Sarah Bosse Sarah B. Bosse
Associate
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 343 2371
F: +1 704 444 8777
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Stephanie K Briggs Evans Stephanie K. Briggs Evans
Partner
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 343 2249
F: +1 704 444 8711
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Jeff Brooker Jeffrey D. Brooker
Partner
2000 McKinney Avenue
Suite 1400
Dallas, TX 75201

T: +1 214 932 6417
F: +1 214 932 6499
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Robert L Burrus Jr. Robert L. Burrus Jr.
Chairman Emeritus
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 4306
F: +1 804 698 2023
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Bryan P Bylica Bryan P. Bylica
Partner
77 West Wacker Drive
Suite 4100
Chicago, IL 60601-1818

T: +1 312 750 3617
F: +1 312 698 4533
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default mcguire woods image Alyssa C. Campbell
Associate
77 West Wacker Drive
Suite 4100
Chicago, IL 60601-1818

T: +1 312 750 3510
F: +1 312 698 4510
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John Cornelius John B. Cornelius
Associate
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 7625
F: +1 804 698 2106
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J. D Costa J.D. Costa
Partner
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 343 2236
F: +1 704 353 6192
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Robert A Crawford Robert A. Crawford
Partner
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 343 2264
F: +1 704 353 6155
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Larry J Dagenhart Larry J. Dagenhart
Counsel
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 343 2010
F: +1 704 444 8725
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default mcguire woods image Sheena S. Dasani
Associate
500 East Pratt Street
Suite 1000
Baltimore, MD 21202-3169

T: +1 410 659 4418
F: +1 410 659 4471
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default mcguire woods image Christi Davis
Senior Counsel
Tower Two-Sixty
260 Forbes Avenue
Suite 1800
Pittsburgh, PA 15222-3142

T: +1 412 667 6064
F: +1 412 667 7975
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Jeremy Davis Jeremy Davis
Partner
11 Pilgrim Street
London EC4V 6RN
United Kingdom

T: +44 20 7632 1645
F: +44 20 7632 1638
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Katherine K DeLuca Katherine K. DeLuca
Partner
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 4385
F: +1 804 698 2084
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Scott P Downing Scott P. Downing
Partner
77 West Wacker Drive
Suite 4100
Chicago, IL 60601-1818

T: +1 312 750 8910
F: +1 312 920 6126
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Peter Farley Peter N. Farley
Partner
Promenade
1230 Peachtree Street, N.E.
Suite 2100
Atlanta, GA 30309-3534

Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 404 443 5623
F: +1 404 443 5680
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T:+1 804 775 1066
F: +1 804 698 2116

Jon Finger Jon W. Finger
Partner
2000 McKinney Avenue
Suite 1400
Dallas, TX 75201

T: +1 214 932 6404
F: +1 214 932 6499
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Hanna Frank Hannah Thompson Frank
Partner
Tower Two-Sixty
260 Forbes Avenue
Suite 1800
Pittsburgh, PA 15222-3142

T: +1 412 667 7936
F: +1 412 402 4194
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