Our experience and subject matter knowledge serve our clients throughout the lifecycle of a business. We help create and restructure entities— recommending structures, preparing foundation documents, and advising on shareholder agreements. We provide complete assistance for governance needed to support successful transactions. We advise on and litigate matters involving the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, the Securities Act of 1933, the corporate governance rules of the NYSE and NASDAQ, and other applicable state and federal laws.
Our experience and familiarity with corporate governance issues allow us to give customized advice to accomplish our clients’ objectives tailored to specific circumstances and business considerations. We regularly advise clients on the duties of directors in change of control transactions, executive succession, and restructurings. We seamlessly build multi-disciplinary teams of corporate, securities, and litigation lawyers to solve financial reporting irregularities, to conduct internal investigations, or to challenge or defend transactions. We represent special committees of boards of directors doing investigations and engaging with government regulators and investigators. In advising on these matters, we incorporate our knowledge of and experience with mergers and acquisitions, tax, executive compensation, and litigation aspects of corporate governance matters.
Ensuring Corporate Compliance in Governance
Our corporate governance and compliance services include:
- Advising our clients by making presentations to and participating in meetings of senior management, boards of directors and board committees concerning the corporation’s governance structure, oversight function, risk management, anti-takeover defense measures, and D&O indemnification and insurance issues
- Drafting and analyzing corporate governance materials, including advance notice bylaws, board committee charters, corporate governance guidelines, related party transaction policies, codes of conduct and ethics, insider trading policies and programs, disclosure controls and procedures, and disclosure in annual proxy statements
- Analyzing and advising on existing client practices and policies, including those relating to director independence and qualifications, board structure and functioning, and executive compensation matters
- Advising committees of independent directors in their review of going-private transactions, spin-offs and spin-outs, and other related-party transactions
- Assisting clients in corporate structuring in preparation for, and governance implications arising from, capital markets, M&A and other transactions, including director and officer fiduciary duties and responsibilities
Preventing & Resolving Internal Disputes
Disputes among owners—whether of a public or privately held business—can cripple a business. The seeds of these disputes can be sewn at formation or in a transaction, when investors and owners do not foresee future disputes. Our Corporate Governance group plans for and takes early steps to prevent and mitigate future disputes, whether in drafting shareholder agreements or proxy statements.
When a dispute does arise, we understand success takes many forms. We engage with our clients to ascertain the strength of the other side and to map options to achieve the optimal outcome for the value of the company, which typically benefits the most constituents. When bet-the-company litigation is inevitable, our trial lawyers employ their business, chancery, and federal court experience in both bench and jury trials to weave complex facts with applicable federal securities and state governance laws to win the bet.
We advise companies and boards of directors on how to deal with shareholder demands and proxy proposals relating to corporate governance practices, such as majority voting, rights plans, special meeting requests and staggered boards and proxy access matters generally.
We conduct internal investigations and Sarbanes-Oxley assessments.
We have litigated challenges to transactions under a host of theories—the securities laws, breach of fiduciary duty, statutory notice and other requirement compliance, fraud, as well as dissent and appraisal.
- Moore & Van Allen Receives Multiple National and Metropolitan Rankings in 2024 Edition of Best Law Firms®11.2023
- Twenty-Eight Moore & Van Allen Attorneys Named to 2023 North Carolina Super Lawyers or Rising Stars Lists01.2023
- Moore & Van Allen Receives Multiple National and Metropolitan Rankings from 2023 U.S. News – Best Lawyers ‘Best Law Firms’11.2022
- Best Lawyers 2023 Recognizes 104 Moore & Van Allen Attorneys - Eleven firm attorneys named ‘Lawyer of the Year’08.2022
- Best Lawyers® recognizes 96 Moore & Van Allen attorneys - Eight attorneys named “Lawyer of the Year”08.2021
- MVA Attorneys Among 2021 Legal Elite in Charleston Business Magazine, Columbia Business Monthly, and Greenville Business Magazine08.2021
- Business North Carolina, 01.2021
- Best Lawyers, 08.2020
- U.S. News & World Report, 11.2019
- Best Lawyers, 08.2019
- Business North Carolina, 01.2019
- MVA attorneys attend Duke Law 2023 Sharing Our Affinities: 1L Diversity & Inclusion Networking Event11.2023
- Miles Reynolds participated in the American Cancer Society Cancer Action Network Leadership Summit & Lobby Day09.2023
- John Fagg and Jim McLoughlin commentary featured in Lawdragon: White Collar Enforcement Under the Biden Administration04.2023
- Carolyn Meade provides deal advisory services and legal representation of FranDevCo in recent transaction09.2022
- Mike Zeller served as guest speaker at The ESOP Association National Conference: Private Capital Investments in ESOP’s05.2023
- Mike Zeller served as guest speaker for the Winston-Salem Black Chamber of Commerce's Road to Business Resilience Cohort 3-Road to Business Resilience Training05.2023
- Valecia McDowell and Elena Mitchell Featured in an Episode of The Financial Executive Podcast Entitled “Auditing a Company’s Civil Rights Record”06.2022
- Jules Carter, and Carolyn Meade co-author Law360 article: How FinCEN Shell Co. Rules Differ From Past BSA Standards03.2022
- Valecia McDowell and Raquel Macgregor Pearkes co-author NCLW article: Amotion sees resurgence after almost a decade09.2023
- Kyle Jacob and Jim McLoughlin co-author Westlaw article: Supreme Court dramatically expands scope of state court jurisdiction over businesses07.2023
- Toni-Ann Hines’ article published by The Licensing Journal: The Right of Publicity in the Age of Technology, Social Media, and Heightened Cultural Exchange06.2023
- Lexi Narducci’s article published by North Carolina Lawyers Weekly: The sun sets on a takings clause claim05.2023
- Valecia McDowell, Chassity Bobbitt, and Jonathan Gilmartin author Westlaw article: Diversity culture clashes: the desire for and backlash to DEI audits and interventions02.2023
- Sarah Byrne & Jules Carter co-author JDSupra article: It’s Time to Rectify the Unconscionable Burden Placed on Sex-Trafficked Girls10.2022
- Taylor Festa published in Lawyer Monthly: How Employers are Attempting to Navigate Uncertain Times with Imperfect Guidance and Unknown Risk11.2021
- Jules Carter’s article published by Westlaw: ’I believe every ICO I’ve seen is a security’: Securities regulation in the age of cryptocurrency-based investment contractsWestlaw, 05.2021
Blogs and Resources
- John Fagg and Jim McLoughlin commentary featured in Lawdragon: White Collar Enforcement Under the Biden AdministrationMVA Litigation Blog, 04.25.2023
- John Fagg and Jim McLoughlin commentary featured in Lawdragon: White Collar Enforcement Under the Biden AdministrationMVA White Collar Defense, Investigations, and Regulatory Advice Blog, 04.25.2023
- MVA White Collar Defense, Investigations, and Regulatory Advice Blog, 10.11.2022