Corporate Governance

Today, clients are faced with unprecedented challenges as new laws and regulations are changing the way business entities, including corporations, limited liability companies and partnerships (general, limited and LLP), are selected, formed and governed. Jackson Walker has one of the preeminent corporate governance practices in the country, drawing upon the experience 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 experience 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 cybersecurity, ESG issues, data handling policies and document retention policies.

2024 Best Law Firms announcement

November 2, 2023

Jackson Walker Earns 25 National and 134 Metro Rankings in 2024 Edition of “Best Law Firms”

Jackson Walker proudly announces the firm’s inclusion in the 2024 edition of Best Law Firms® by Best Lawyers. This year, Jackson Walker observed notable improvements in the national rankings, including the rise of Appellate Practice to Tier 1, Banking and Finance Law and Litigation – Labor and Employment to Tier 2, and the addition of Energy Law and Environmental Law in Tier 3.

Byron Egan

April 13, 2023
Speaking Engagements

Byron Egan Joins “Jurisdictions Other than Delaware” Panel at UCLA School of Law Conference

Byron F. Egan will serve as panelist at the conference on the American Law Institute’s Restatement on Corporate Governance sponsored by Lowell Milken Institute for Business Law and Policy and the University of California, Los Angeles (UCLA) School of Law on Friday, April 21, 2023.

November 3, 2022

Jackson Walker Earns 24 National and 121 Regional “Best Law Firms” Rankings in 2023 Edition

Jackson Walker proudly announces the Firm’s inclusion in the 2023 edition of the U.S. News & World Report and Best Lawyers “Best Law Firms” list. This year, our firm improved in the national rankings, with the rise of Appellate Practice and Corporate Law to Tier 2.

Michael Laussade with Jackson Walker logo

January 26, 2022

DFW Lawyers Fear Proposed SEC Regulations Could Trigger Noncompliance | Dallas Business Journal (Subscription Required)

On January 26, 2022, the U.S. Securities and Exchange Commission (SEC) proposed amendments for its Form PF that would increase reporting requirements for hedge funds and private equity funds. In an interview with Dallas Business Journal, Michael Laussade shared insights on how the proposed amendments could make an already-challenging document more difficult for private investment funds.

Covering All Aspects of ESG webinar (October 20, 2021)

October 20, 2021

“Covering All Aspects of ESG”

In this webinar, Jackson Walker attorneys provide an overview of how companies of all sizes can develop and follow Environmental, Social, & Governance practices to create great value for their organizations.

August 19, 2021
Attorney News

‘The Best Lawyers in America’ Honors 178 Jackson Walker Attorneys in 2022 Edition, Including 8 “Lawyers of the Year” and 31 “Ones to Watch”

The Best Lawyers in America has recognized 178 Jackson Walker attorneys across 6 offices and 67 specialty practice areas in its 2022 edition, including 8 Lawyers of the Year and 31 Ones to Watch. Best Lawyers listings are based on an exhaustive peer review survey of thousands of attorneys who vote on the legal abilities of others in their practice areas.

Byron Egan Fast Takes

October 29, 2020

Byron Egan Discusses the Upcoming Release of EGAN ON ENTITIES Third Edition

For guidance on business entities in Texas and Delaware, look no further than Byron Egan, who literally wrote the book on choice of entity.

June 28, 2019

Delaware Supreme Court Holds Directors’ Fiduciary Duties Require Monitoring Mission-Critical Risks

In 2015, Blue Bell Creameries USA, Inc., a Delaware subchapter S corporation headquartered in Brenham, Texas (Blue Bell), through subsidiaries made and distributed ice cream tainted with listeria bacteria.

April 19, 2019
Press Releases

“Choice, Governance & Acquisition of Entities” Course on May 24 Remains Go-To Source for Texas Lawyers and CPAs, Honors Co-Founder Byron Egan

This year, Byron Egan, who co-founded the course in 2002, will be honored by the State Bar of Texas as the Chair Emeritus.

Related Practices

Related Experience