Today, clients are faced with unprecedented challenges as new laws and regulations are changing the way business entities are selected, formed and governed. Jackson Walker has one of the preeminent corporate governance practices in the country, drawing upon the expertise of our corporate, securities, governance, litigation, and compensation specialists to provide our clients with the information and analysis needed to respond to a rapidly changing regulatory environment. Our attorneys are experienced in all aspects of governance counseling including board and board committee composition, process and independence. We are on the cutting edge in responding to new judicial decisions and regulatory actions that impact the needs of our clients.

Entity Formation

We regularly advise clients with respect to the formation of entities. Our services with respect to entity formation include advising and drafting documents in connection with the formation of corporations, limited liability companies, business trusts and partnerships, including general partnerships, limited partnerships and registered limited liability partnerships. We provide targeted advice with respect to both the choice of entity and the state laws under which the entity is to be organized. We also provide guidance as to governance structures and governing documents for those entities.

Fiduciary Duties

We routinely advise boards of directors, audit and compensation committees, special committees, and controlling shareholders on a variety of matters related to the fiduciary duties of governing persons in Delaware, Texas, and beyond . Our attorneys frequently appear on corporate panels with prominent academics and members of the Delaware Chancery Court and Supreme Court, and are often called upon to serve as expert witnesses in fiduciary duty litigation.

Regulatory Issues

We also advise our public company clients on a full range of securities law and related matters, including disclosure and regulatory obligations under federal and state securities laws, and the rules of the national securities exchanges and associations. Our expertise in this area includes the requirements of the Sarbanes-Oxley Act and Dodd-Frank Act,­ as well as other corporate governance rules. Our clients range from small private companies with no internal legal staff to large public companies with their own internal compliance teams, and our services include:

  • Advising boards and their special and independent committees on mergers and other business combinations, affiliated-party transactions, securities offerings, and corporate governance matters.
  • Counseling concerning sales of securities by insiders and affiliates, including Rule 10b5-1 programs, Rule 144 compliance, and insider trading guidelines and restrictions.
  • Employee benefits advice with respect to all types of equity compensation and other benefit programs such as stock option plans, SARs, restricted stock arrangements, cash bonus plans, and employee stock purchase plans.
  • Section 16 compliance advice.
  • Representing companies in special investigations involving matters such as accounting or disclosure issues, SEC enforcement actions, and the defense of whistleblower claims.
  • Advising corporate boards and officers regarding risk assurance with respect to cybersecurity issues, data handling policies and document retention policies.

Jackson Walker Corporate Governance Attorneys and Consultants

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