Corporate Governance
Given sweeping legislative and regulatory changes affecting the responsibilities of management and boards of directors — such as disclosure on environmental, social and governance (ESG) initiatives, executive compensation and risk evaluation — clients turn to McGuireWoods’ corporate governance team for the depth and breadth of our experience. Team partners include former general counsel, members of public company boards, and regulatory organization staffers. Our interdisciplinary approach serves our diverse client base, which includes large and small public companies, private corporations and nonprofit organizations.
The corporate governance team’s No. 1 goal is to be proactive. We provide clients with advice that is timely and anticipatory. Consistent with this goal, we advise clients on best practices, trends, and potential and pending regulation and legislation. Public companies are subject to many new and complex requirements in connection with their corporate governance and public disclosure obligations. 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. We provide clients with model documents and official public comment on proposed rules and regulations as well as host complimentary webinars on corporate governance and securities disclosure.
McGuireWoods’ corporate governance lawyers also counsel on regulatory obligations; corporate best practices and shareholder advisory service positions; resolutions and minutes for the conduct of board, committee and shareholder meetings; obligations of 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; board and committee structures, composition and responsibilities, and assessment processes for board and committee performance; policies and procedures under ethics codes, including insider trading, conflict of interest policies for boards of directors and committee charters; internal investigations on behalf of boards of directors; proxy statement preparation, shareholder proposals and other shareholder issues; and anti-takeover defenses, including shareholder rights plans.
Our lawyers work closely with our public company clients on how to formalize board oversight of ESG risk management and ESG company initiatives through corporate governance guidelines and board charters. We regularly assist our clients with proactive investor engagement on a variety of ESG topics, as well as provide advice on handling ESG topics and questions during earnings calls, annual meetings and road shows.
Our corporate governance team is on the leading edge of regulation, ensuring clients understand the legal developments and can implement practical solutions and best practices.
