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 and to evaluate governance strategies such as Texas redomestication, reincorporation to Texas, DExit planning, public company governance modernization, and updates to governing documents in light of recent Texas Business Organizations Code developments.
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, conversion, redomestication and reincorporation of entities. We provide targeted advice with respect to both the choice of entity and the state laws under which the entity is to be organized or redomesticated, including Texas redomestication and Delaware-to-Texas reincorporation planning. 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. We also counsel clients evaluating Texas governance frameworks, including director protection considerations, business judgment rule developments, shareholder litigation thresholds, and governance implications of redomesticating or reincorporating in Texas.
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. We also advise public companies, boards, and management teams on disclosure, listing, and governance considerations related to Texas redomestications, reincorporations, Texas Stock Exchange listing considerations, public company governing document updates, and post-transaction governance planning. 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.
- Advising public companies, boards, and management teams on Texas redomestications, reincorporations to Texas, and DExit planning.
- Drafting and updating public company governing documents, including certificates of formation, bylaws, forum selection provisions, director protection provisions, and shareholder governance provisions.
- Counseling companies on governance considerations involving the Texas Business Court, Texas Business Organizations Code developments, and Texas corporate governance frameworks.
- 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, ESG issues, data handling policies and document retention policies.
Jackson Walker Provides Pro Bono Legal Services to Thaakat Foundation, Supporting Global Health and Education Initiatives
Jackson Walker is proud to provide pro bono legal services to Thaakat Foundation (“Thaakat”), a nonprofit organization based in Chicago dedicated to building and maintaining maternity clinics and schools in underserved areas of Sierra Leone, Ghana, and Pakistan.
Client Results • October 29, 2024
JW Recognized for Dallas Woodall Rodgers Park Ground-Making
Jackson Walker was recently recognized at the “Ground-Making Ceremony” for Woodall Rodgers Park in Dallas, Texas. The Park is one of the biggest public/private initiatives currently being undertaken in the city.
Client Results • September 21, 2009
The Rise of ‘DExit’: Why Corporations are Swapping Delaware for Texas
As a growing number of corporations reconsider Delaware as their state of incorporation, Texas has emerged as a compelling alternative. In this article contributed to The Texas Lawbook, Byron Egan examines the accelerating “DEXIT” trend, explaining how redomiciliation works and why Texas is becoming a preferred destination for businesses seeking a more favorable legal and regulatory environment.
Insights • June 2, 2026
Byron Egan Featured in Texas Law Magazine for Pioneering Role in Texas Business Court
Jackson Walker partner Byron F. Egan is featured in the Spring 2025 issue of Texas Law Magazine in the article. The feature highlights Egan’s instrumental role in the creation of the Texas Business Court, a significant development that is poised to elevate Texas’ standing as a premier destination for business and finance.
Mentions • May 23, 2025
Byron Egan to Discuss the Texas Business Courts at Director-Executive Summit
Jackson Walker Dallas partner Byron F. Egan will be a featured panelist at the inaugural Director-Executive Summit hosted by The University of Texas School of Law and McCombs School of Business on November 14-15, 2024.
Speaking Engagements • October 11, 2024
Texas Supreme Court Reaffirms Personal Liability for Corporate Officers and Directors in Fraud Cases
By Chris Bankler
On June 28, 2024, the Supreme Court of Texas issued a ruling clarifying the personal liability of individuals acting in a corporate capacity. The case, Keyes v. Weller, addressed whether individuals can be held personally liable for fraudulent acts committed as corporate agents, even when those individuals own an interest in the company.
Insights • July 11, 2024
Byron Egan and Larry Glasgow Ranked in Who’s Who Legal M&A and Governance Report
Byron Egan and Larry Glasgow were selected for inclusion in the Who’s Who Legal‘s M&A and Governance 2024 report on the leading practitioners in the global corporate legal market who manage a spectrum of transactions. Notably, fewer than 50% of practitioners are listed as “Recommended” in this report.
Attorney News • June 4, 2024
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.
Spotlight • November 2, 2023
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.
Speaking Engagements • April 13, 2023
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.
Spotlight • November 3, 2022
