Moore & Van Allen Law Firm, Attorneys

Corporate Governance

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Moore & Van Allen’s Corporate Governance attorneys advise public and private companies, senior management, boards of directors and board committees on a full range of corporate governance and compliance matters, including matters involving the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, 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 client-specific advice tailored for specific circumstances and business considerations.  We regularly advise clients regarding governance in the context of duties of directors in change in control transactions; executive succession; financial reporting irregularities; and internal investigations, including those by special committees of boards of directors. 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.  

Our corporate governance and compliance activities 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
  • Advising 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
  • 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


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