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.

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

October 20, 2021

Coming Up: “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.

March 4, 2019
Attorney News

Shari Mao Joins 44th Class of Leadership San Antonio

Leadership San Antonio was founded in 1975 to identify individuals who demonstrate leadership potential and are active in community organizations that support San Antonio’s growth and development.

July 10, 2018
Attorney News

Jackson Walker Welcomes Larry Glasgow and Richard Waggoner to Corporate Group

Jackson Walker is pleased to announce the addition of Larry Glasgow and Richard Waggoner to the Corporate & Securities practice in Dallas. Larry and Richard each bring to the Firm over 30 years of experience in sophisticated transactions involving mergers and acquisitions and private equity.

June 13, 2017

The Department of Labor’s New Fiduciary Rule: Frequently Asked Questions for Private Fund Advisers

Core elements of the U.S. Department of Labor’s controversial new fiduciary investment advice rule (the “Fiduciary Rule”) became effective on June 9, 2017, despite President Trump’s February 3, 2017 memorandum ordering further review of the rule, and despite numerous attempts in Congress and in the courts to halt its adoption.

More Corporate Governance News

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